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NOTICE Parsvnath Developers Ltd

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NOTICE Parsvnath Developers Ltd Parsvnath Developers Ltd. Registered Office:Parsvnath Tower, Near Shahdara Metro Station, Shahdara, Delhi 110032 Phone No.: 011-43010500-011-43050100, Fax No.: 011-43050473 CIN: L45201DL1990PLC040945 Website: www.parsvnath.com NOTICE NOTICE is hereby given that the 24th ANNUAL GENERAL “RESOLVED THAT pursuant to the provisions MEETING (AGM) of the Members of PARSVNATH of Sections 149, 150, 152 and other applicable DEVELOPERS LIMITED will be held on Wednesday, provisions, if any, of the Companies Act, 2013 (`Act’) September 30, 2015 at 3.30 p.m. at Sri Sathya Sai and the Rules made thereunder, as amended or re- International Centre, Pragati Vihar, Lodhi Road, New enacted from time to time, read with Schedule IV Delhi- 110003, to transact the following businesses: of the Act and Clause 49 of the Listing Agreement ORDINARY BUSINESS with the Stock Exchanges, Ms. Deepa Gupta (DIN: 02411637), who was appointed as an Additional 1. To receive, consider and adopt: Director (Non-Executive, Independent) pursuant (a) the Audited Standalone Financial Statements to the provisions of Section 161(1) of the Act and of the Company for the financial year ended the Articles of Association of the Company and March 31, 2015, the reports of the Board of who has given a declaration that she meets with Directors and Auditors thereon; and the criteria of independence as provided in sub (b) the Audited Consolidated Financial Statements section (6) of Section 149 of the Act and qualifies of the Company for the financial year ended for being appointed as an Independent Director March 31, 2015 and the report of the Auditors and in respect of whom the Company has received thereon. a notice in writing from a member, under Section 160 of the Act, proposing her candidature for the 2. To appoint a Director in place of Dr. Rajeev Jain office of Director, be and is hereby appointed as an (DIN: 00433463), who retires by rotation and being Independent Director of the Company, not liable to eligible, offers himself for re-appointment. retire by rotation, to hold office for a term of 5 (five) 3. Appointment of Auditors consecutive years with effect from March 30, 2015 to To consider and if thought fit, to pass, with or March 29, 2020. without modification(s), the following resolution as RESOLVED FURTHER THAT the Board of Directors an Ordinary Resolution: of the Company be and is hereby authorised to do “RESOLVED THAT pursuant to the provisions of all acts and take all such steps as may be necessary, Section 139 and other applicable provisions, if any, proper and expedient to give effect to this resolution.” of the Companies Act, 2013 (‘Act’) and the Rules 5. APPOINTMENT OF SHRI MAHENDRA NATH made thereunder, as amended from time to time, VERMA (DIN: 02931269) AS AN INDEPENDENT M/s Deloitte Haskins & Sells, Chartered Accountants DIRECTOR OF THE COMPANY (Firm Registration No. 015125N), the retiring Auditors of the Company, be and are hereby re- To consider and if thought fit, to pass, with or appointed as Statutory Auditors of the Company without modification(s), the following resolution as to hold office from the conclusion of this Annual an Ordinary Resolution: General Meeting (AGM) until the conclusion of the “RESOLVED THAT pursuant to the provisions next AGM of the Company at a remuneration as may of Sections 149, 150, 152 and other applicable be fixed by the Board of Directors of the Company on provisions, if any, of the Companies Act, 2013 (`Act’) the recommendation of the Audit Committee.” and the Rules made thereunder, as amended or re- SPECIAL BUSINESS enacted from time to time, read with Schedule IV 4. APPOINTMENT OF MS. DEEPA GUPTA (DIN: of the Act and Clause 49 of the Listing Agreement 02411637) AS AN INDEPENDENT DIRECTOR OF with the Stock Exchanges, Shri Mahendra Nath THE COMPANY Verma (DIN: 02931269), who was appointed as an Additional Director (Non-Executive, Independent) To consider and if thought fit, to pass, with or pursuant to the provisions of Section 161(1) of the without modification(s), the following resolution as Act and the Articles of Association of the Company an Ordinary Resolution: and who has given a declaration that he meets with 1 Parsvnath Developers Ltd. | Annual Report 2014-15 the criteria of independence as provided in sub basis, in one or more tranches, aggregating upto section (6) of Section 149 of the Act and qualifies ` 1,000 crores (Rupees One Thousand Crores Only), for being appointed as an Independent Director within the overall borrowing limits of the Company and in respect of whom the Company has received approved by the members of the Company under a notice in writing from a member, under Section Section 180(1)(c ) of the Act, during a period of one 160 of the Act, proposing his candidature for the year from the date of passing of this Resolution. office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to RESOLVED FURTHER THAT the Board of Directors retire by rotation, to hold office for a term of 5 (five) of the Company including any Committee thereof consecutive years with effect from May 25, 2015 to (`Board’), be and is hereby authorized to determine May 24, 2020. the terms of issue including the class of investors to whom NCDs are to be issued under each tranche, RESOLVED FURTHER THAT the Board of Directors tenure, coupon rate(s), pricing of the issue, dates of the Company be and is hereby authorised to do and closing of the offers/ invitations for subscription all acts and take all such steps as may be necessary, for such securities, deemed date(s) of allotment, proper and expedient to give effect to this resolution.” redemption and other terms and conditions relating 6. RATIFICATION OF REMUNERATION OF M/S to issue of said NCDs on private placement basis. CHANDRA WADHWA & COMPANY, COST ACCOUNTANTS, COST AUDITORS OF THE RESOLVED FURTHER THAT the Board be and is COMPANY FOR THE FINANCIAL YEAR 2015-16 hereby authorized to do all such acts, deeds, matters and things and give such directions as may be To consider and, if thought fit, to pass with or deemed necessary or expedient, to give effect to this without modification(s), the following resolution as Resolution”. an Ordinary Resolution:- 8. APPROVAL FOR PAYMENT OF REMUNERATION “RESOLVED THAT pursuant to the provisions of TO SHRI PRADEEP KUMAR JAIN, WHOLE-TIME Section 148 and other applicable provisions, if any, of DIRECTOR DESIGNATED AS CHAIRMAN OF THE the Companies Act, 2013 (`Act’) and the Companies COMPANY (Audit and Auditors) Rules, 2014, as amended or re- enacted from time to time, M/s Chandra Wadhwa & To consider and, if thought fit, to pass with or without Company, Cost Accountants, Cost Auditors appointed modification(s), the following resolution as aSpecial by the Board of Directors of the Company, to conduct Resolution:- the audit of the cost records of the Company for the financial year ending March 31, 2016, be paid the “RESOLVED THAT subject to the requisite approval remuneration as given in the Explanatory Statement of the Central Government in pursuance of the annexed to this Notice. provisions of Section 196, 197, 198 and all other RESOLVED FURTHER THAT the Board of Directors applicable provisions, if any, of the Companies of the Company be and is hereby authorised to do Act, 2013 and applicable Rules made thereunder all acts and take all such steps as may be necessary, read with Schedule V of the Companies Act, 2013 proper or expedient to give effect to this resolution.” (including any statutory modification(s) or re- enactment thereof for the time being in force), the 7. PRIVATE PLACEMENT OF NON-CONVERTIBLE consent of the members of the Company be and is DEBENTURES hereby accorded for the payment of remuneration To consider and, if thought fit, to pass with or without to Shri Pradeep Kumar Jain (DIN:00333486), Whole- modification(s), the following resolution as a Special time Director designated as Chairman of the Resolution:- Company, as per the terms and conditions as set out in the Explanatory Statement annexed to this “RESOLVED THAT pursuant to the provisions of Notice, for the Financial Year 2014-15 and onwards Sections 42, 71 and other applicable provisions, if till the remaining tenure of his office upto February any, of the Companies Act, 2013 (`Act’) and the Rules 29, 2016. made thereunder, as amended or re-enacted from time to time and pursuant to the provisions of SEBI RESOLVED FURTHER THAT the Board of Directors (Issue and Listing of Debt Securities) Regulations, of the Company or any Committee of Directors duly 2008, subject to the provisions of Memorandum and constituted by the Board (`Board’) be and is hereby Articles of Association of the Company, approval authorized to do all acts, deeds, matters and things of the Members of the Company, be and is hereby as may be considered necessary or desirable to give accorded for making offer(s) or invitation(s) to effect to this Resolution, furnish any clarifications, subscribe to Secured/ Unsecured Redeemable Non- information and to settle any question, difficulty or Convertible Debentures (NCDs) on private placement doubt that may arise in this regard.” 2 9. APPROVAL FOR PAYMENT OF REMUNERATION RESOLVED FURTHER THAT the Board of Directors TO SHRI SANJEEV KUMAR JAIN, MANAGING of the Company or any Committee of Directors duly DIRECTOR & CEO OF THE COMPANY constituted by the Board (`Board’) be and is hereby authorized to do all acts, deeds, matters and things To consider and, if thought fit, to pass with or without as may be considered necessary or desirable to give modification(s), the following resolution as aSpecial effect to this Resolution, furnish any clarifications, Resolution:- information and to settle any question, difficulty or doubt that may arise in this regard.” “RESOLVED THAT subject to the requisite approval of the Central Government in pursuance of the 11.
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