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Notice of AGM 2017-18

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Notice of AGM 2017-18 CIN : L14106UP1995PLC019017 Registered Office: Sector 128, Noida – 201 304, Uttar Pradesh, India Telephone: +91 (120) 2470800 Corporate Office: ‘JA House’, 63, Basant Lok, Vasant Vihar, New Delhi - 110 057 Telephone: +91 (11) 49828500 Fax: +91 (11) 26145389 Website: www.jalindia.com; E-mail: [email protected] NOTICE NOTICE is hereby given that the 21st Annual General records of the Company, as detailed in the Meeting of the Members of Jaiprakash Associates Explanatory Statement, for the Financial Year Limited will be held on Friday, the 21st December, 2018-19, be and is here by ratified.” 2018 at 11.00 A.M. at Jaypee Institute of Information “RESOLVED FURTHER THAT the Board of Technology, Sector-128, Jaypee Wish Town, Village Directors of the Company or any Committee Sultanpur, Noida-201304, Uttar Pradesh, India, to thereof be and is hereby authorized to do transact the following business: all acts and take all such steps as may be Ordinary Business necessary, proper or expedient to give effect 1. ADOPTION OF AUDITED FINANCIAL to this Resolution.” STATEMENTS 4. APPOINTMENT OF SHRI JAIPRAKASH GAUR AS To receive, consider and adopt the Audited DIRECTOR Standalone and Consolidated Financial To consider and if thought fit, to pass the Statements of the Company for the Financial following Resolution as a Special Resolution: st Year ended 31 March, 2018 together with the “RESOLVED THAT pursuant to the provisions Report of Auditors and the Directors thereon. of Sections 152, 161 and other applicable 2. APPOINTMENT OF DIRECTOR provisions, if any, of the Companies Act, 2013 To appoint a Director in place of (“the Act”) read with Companies (Appointment Shri Sunny Gaur (DIN-00008293) who retires and Qualification of Directors) Rules, 2014 and by rotation and, being eligible, offers himself Securities and Exchange Board of India (Listing for re-appointment. Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory Special Business modification(s) or re-enactment thereof, for 3. RATIFICATION OF REMUNERATION PAYABLE the time being in force) Shri Jaiprakash Gaur TO COST AUDITORS (DIN: 00008085), who was appointed as an Additional Director by the Board of Directors To consider and, if thought fit, to pass, the of the Company and who holds office as such following Resolution as an Ordinary Resolution: up to the date of this Annual General Meeting, “RESOLVED THAT pursuant to the provisions be and is hereby appointed as a Director of the of Section 148 and other applicable provisions, Company liable to retire by rotation.” if any, of the Companies Act, 2013, the “RESOLVED FURTHER THAT pursuant to the Companies (Audit and Auditors) Rules, 2014 provisions of the Securities and Exchange Board and Companies (Cost Records and Audit) Rules, of India (Listing Obligations and Disclosure 2014 (including any statutory modification(s) Requirements) Regulations, 2015 including or re-enactment thereof, for the time being any amendment, modification, variation or in force), the remuneration of ` 4,55,000/- re-enactment thereof for the time being (Rupees Four Lacs and Fifty Five Thousand in force, the approval of the Members be only) (plus applicable taxes and reimbursement and is hereby accorded for appointment of of out of pocket expenses) payable to Shri Jaiprakash Gaur as Director, despite his M/s J. K. Kabra & Co., Cost Accountants, attaining the age of 75 years in the light of (Firm’s Registration Number 2890) appointed justification as contained in the explanatory by the Board of Directors of the Company as statement annexed hereto.” Cost Auditors, to conduct the audit of the cost 1 5. CONTINUATION OF PRESENT TERM OF “RESOLVED THAT pursuant to the provisions SHRI BASANT KUMAR GOSWAMI AS AN of Securities and Exchange Board of INDEPENDENT DIRECTOR BEYOND THE AGE OF India (Listing Obligations and Disclosure 75 YEARS. Requirements) Regulations, 2015 (including To consider and if thought fit, to pass the any statutory modification(s), amendment(s) following Resolution as a Special Resolution: or re-enactment(s) thereof, for the time “RESOLVED THAT pursuant to the provisions being in force), consent of the Members of Securities and Exchange Board of of the Company be and is hereby accorded India (Listing Obligations and Disclosure for continuation of holding the office of Requirements) Regulations, 2015 (including Non-Executive Independent Director by any statutory modification(s), amendment(s) Shri Kailash Nath Bhandari (DIN: 00191219), or re-enactment(s) thereof, for the time despite attaining the age of 75 years (on st being in force), consent of the Members 1 March 2017) in the light of justification of the Company be and is hereby accorded as contained in the Explanatory Statement for continuation of holding the office of annexed hereto and that he shall continue Non-Executive Independent Director by to hold the said office upto the expiry of his Shri Basant Kumar Goswami (DIN: 00003782), present term of Independent Director i.e. upto th despite attaining the age of 75 years (on 29th 26 September, 2022 on existing terms and January 2010) in the light of justification conditions.” as contained in the Explanatory Statement 8. CONTINUATION OF PRESENT TERM OF SHRI SATISH annexed hereto and that he shall continue CHARAN KUMAR PATNE AS AN INDEPENDENT to hold the said office upto the expiry of his DIRECTOR BEYOND THE AGE OF 75 YEARS. present term of Independent Director i.e. upto To consider and if thought fit, to pass the th 26 September, 2022 on existing terms and following Resolution as a Special Resolution: conditions.” “RESOLVED THAT pursuant to the provisions 6. CONTINUATION OF PRESENT TERM OF of Securities and Exchange Board of SHRI TILAK RAJ KAKKAR AS AN INDEPENDENT India (Listing Obligations and Disclosure DIRECTOR BEYOND THE AGE OF 75 YEARS. Requirements) Regulations, 2015 (including To consider and if thought fit, to pass the any statutory modification(s), amendment(s) following Resolution as a Special Resolution: or re-enactment(s) thereof, for the time “RESOLVED THAT pursuant to the provisions being in force), consent of the Members of Securities and Exchange Board of of the Company be and is hereby accorded India (Listing Obligations and Disclosure for continuation of holding the office of Requirements) Regulations, 2015 (including Non-Executive Independent Director by any statutory modification(s), amendment(s) Shri Satish Charan Kumar Patne (DIN: or re-enactment(s) thereof, for the time 00616104), who shall attain the age of 75 years being in force), consent of the Members (on 19th April 2019) in the light of justification of the Company be and is hereby accorded as contained in the Explanatory Statement for continuation of holding the office of annexed hereto and that he shall continue to Non-Executive Independent Director by hold the said office despite attaining the age of Shri Tilak Raj Kakkar (DIN: 01425589), despite 75 years, upto the expiry of his present term of attaining the age of 75 years (on 08th December Independent Director i.e. upto 26th September, 2015) in the light of justification as contained 2022 on existing terms and conditions.” in the Explanatory Statement annexed hereto 9. CONTINUATION OF PRESENT TERM OF and that he shall continue to hold the said SHRI RAJ NARAIN BHARDWAJ AS AN office upto the expiry of his present term of INDEPENDENT DIRECTOR BEYOND THE AGE OF Independent Director i.e. upto 11th November, 75 YEARS. 2022 on existing terms and conditions.” 7. CONTINUATION OF PRESENT TERM OF To consider and if thought fit, to pass the SHRI KAILASH NATH BHANDARI AS AN following Resolution as a Special Resolution: INDEPENDENT DIRECTOR BEYOND THE AGE OF “RESOLVED THAT pursuant to the provisions 75 YEARS. of Securities and Exchange Board of To consider and if thought fit, to pass the India (Listing Obligations and Disclosure following Resolution as a Special Resolution: Requirements) Regulations, 2015 (including 2 any statutory modification(s), amendment(s) Requirements) Regulations, 2015 (including or re-enactment(s) thereof, for the time being any statutory modification(s), amendment(s) in force or may cause into force), the consent or re-enactment(s) thereof, for the time of the members, be and is hereby accorded being in force), consent of the Members for continuation of holding the office of of the Company be and is hereby accorded Non-Executive Independent Director by for continuation of holding the office of Shri Raj Narain Bhardwaj (DIN: 01571764), who Non-Executive Independent Director by shall attain the age of seventy five (75) years Shri Chandra Prakash Jain (DIN: 00011964), (on 8th May 2020) in the light of justification who shall attain the age of 75 years (on 3rd as contained in the Explanatory Statement March 2021) in the light of justification as annexed hereto and that he shall continue to contained in the Explanatory Statement hold the said office despite attaining the age of annexed hereto and that he shall continue to 75 years, upto the expiry of his present term of hold the said office despite attaining the age of Independent Director i.e. upto 26th September, 75 years upto the expiry of his present term of 2022 on the existing terms and conditions.” Independent Director i.e. upto 26th September, 10. CONTINUATION OF PRESENT TERM OF 2022 on existing terms and conditions.” SHRI CHANDRA PRAKASH JAIN, AS AN By Order of the Board INDEPENDENT DIRECTOR BEYOND THE AGE OF For JAIPRAKASH ASSOCIATES LIMITED 75 YEARS. To consider and if thought fit, to pass the M.M. SIBBAL following Resolution as a Special Resolution: Jt. President & Company Secretary “RESOLVED THAT pursuant to the provisions FCS: 3538 of Securities and Exchange Board of Place: New Delhi India (Listing Obligations and Disclosure Date: 3rd November, 2018 3 NOTES vi. All documents referred to in the Notice and the accompanying statement, as well as the Annual i.
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