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5337610315.Pdf GPT INFRAPROJECTS LIMITED (CIN:L20103WB1980PLC032872) Registered Office: GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata-700098, India Tel: +91-33-4050-7000, Fax:+91-33-4050-7999 E-mail: [email protected], visit us: www.gptinfra.in NOTICE Notice is hereby given that the 35th Annual General Meeting Resolution: of GPT INFRAPROJECTS LIMITED will be held on Tuesday, “RESOLVED THAT pursuant to the provisions of Section the 1st day of September, 2015 at 3.00 P.M. to transact the 149, 150, 152 read with Schedule IV and all other applicable following business: provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 AS ORDINARY BUSINESS and Clause 49 of the Listing Agreement, Sri Shankar Jyoti 1. To receive, consider and adopt the audited financial Deb (DIN07075207), who was appointed as an additional statements as at and for the year ended 31st March, 2015 non executive Independent Director of the Company w.e.f. together with reports of Board of Directors’ and Auditor’s 26th December 2014 pursuant to section 161(4) of the thereon. Companies Act, 2013, and in respect whom the Company 2. To appoint a Director in place of Mr. Dwarika Prasad Tantia has received a notice in writing from a member under (DIN00001341), who retire by rotation and being eligible, section 160 of the Companies Act, 2013, signifying his offers himself for re-appointment. intension to propose Sri Shankar Jyoti Deb as a candidate for the office of director of the Company be and is hereby 3. To ratify the re-appointment of auditors and to fix their appointed as an Independent Director of the Company remuneration by passing the following resolution as an for the term until the conclusion of 40th Annual General ordinary resolution with or without modification(s): Meeting of the Company and his office shall not be liable to “RESOLVED THAT continuation of M /s. S. R. Batliboi & retire by rotation. Co. LLP, Chartered Accountants, Kolkata, having Firm 5. Alteration of Articles of Association of the Company: Registration No.301003E, who were appointed as statutory To consider and, if thought fit, to pass with or without auditors of the Company for a period of 5 years from the modification(s), the following resolution as a Special conclusion of last Annual General Meeting held on 29th Resolution: August, 2014 till the conclusion of the next 5th Annual General Meeting subject to ratification of appointment “RESOLVED THAT pursuant to the provisions of Section by the members at every subsequent Annual General 14 and all other applicable provisions of the Companies Meetings, be and is are hereby ratified to hold office Act, 2013 read with Rule made there under and Schedule from the conclusion of this Annual General Meeting till I of the said Act, (including any statutory modification(s) or the conclusion of the next Annual General Meeting of the re-enactment thereof, for the time being in force) the set Company at such remuneration as shall be fixed by the of Articles of Association as laid before the meeting duly Board of Directors of the Company.” initialed by the Chairman for purpose of identification be and is hereby approved and adopted in substitution and to AS SPECIAL BUSINESS the entire exclusion of the existing Articles of Association of 4. Appointment of Sri Shankar Jyoti Deb as an Independent the Company. Director of the Company “RESOLVED FURTHER THAT the Company Secretary To consider and, if thought fit, to pass with or without and Board of Directors of the Company be and are hereby modification(s), the following resolution as an Ordinary Annual Report 2014-15 | 1 authorised to do all such acts, deeds, things and matters 31st March 2016 respectively, be paid the remuneration as may be necessary, proper or expedient to give effect to of Rs. 50,000/- plus applicable taxes and out of pocket this resolution”. expenses, if any per year for each of the said years. 6. To approve the remuneration of the Cost Auditors for RESOLVED FURTHER THAT the Board of Directors of the financial year ending 31st March 2015 and 31st the Company be and is hereby authorised to do all acts March 2016 and take all such steps as may be necessary, proper or To consider and, if thought fit, to pass with or without expedient to give effect to this resolution.” modification(s), the following resolution as an Ordinary Resolution: By Order of the Board of Directors “RESOLVED THAT pursuant to the provisions of Section for GPT Infraprojects Limited 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory S. Parida modification(s) or re-enactment(s) thereof, for the time Company Secretary being in force, M/s. S. K. Sahu & Associates, Cost Membership No. ACS 20320 Accountants who were appointed by the Board of Directors of the Company, to conduct the audit of cost records of the Place: Kolkata Company for the financial year ending 31st March 2015 and Date: 26.05.2015 NOTES 1. A member entitled to attend and vote at the meeting 5. Members holding shares in physical form are requested is entitled to appoint a Proxy to attend and vote instead to intimate Registrar and Share Transfer Agent of the of himself and such proxy need not be a member of Company viz. Link Intime India Pvt. Limited, Unit: GPT the Company. However, Proxy Form (s) duly stamped, Infraprojects Limited, “59C, Chowringhee Road, 3rd Floor, completed and signed should be deposited at the Kolkata-700020, for updating their registered address, Registered Office of the Company not less than 48 hours email address, bank account details, NECS (National before the meeting. Corporate members intending to send Electronic Clearing Services) mandate and changes their authorized representatives to attend the Meeting are therein, if any. Members holding shares in electronic form requested to send to the Company a certified copy of the are requested to update such details with their respective Board Resolution authorising their representative to attend Depository Participant. and vote on their behalf at the Meeting. 6. Members wishing to claim dividends pertaining to the 2. A person can act as a proxy on behalf of members not year 2011, 2012, 2013 & 2014 which remain unclaimed, exceeding 50 (fifty) and holding in the aggregate not are requested to write/correspondence with Mr. S. Parida, more than 10 (ten) percent of the total share capital of the Company Secretary of the Company. Members are Company. A member holding more than 10 (ten) percent of requested to note that dividends not claimed within seven the total share capital of the Company may appoint a single years from the date of transfer to the Company’s Unpaid person as proxy and such person shall not act as a proxy Dividend Account, will, as per Section 124 of the Companies for any other person or shareholder. Act, 2013 (Section 205A of the erstwhile Companies Act 1956), be transferred to the Investor Education and 3. The Explanatory Statement pursuant to Section 102 (1) of Protection Fund. the Companies Act, 2013, in respect of Resolutions under special business set out above is annexed hereto. 7. Relevant documents referred to in the Notice as well as annual accounts of the subsidiary, associate and joint 4. The Register of Members and Share Transfer Books of the venture companies will be available for inspection by the Company will remain closed from 25th August, 2015 to members at the Registered office of the Company on all 1st September, 2015 (both days inclusive). 2 | GPT Infraprojects Limited working days, except Sundays and public holidays, during facilitating voting by electronic means. 11 A.M. to 5.00 P.M. up to the date of the Meeting. The The process and instruction for e-voting are as under: notice of 35th Annual General Meeting and Annual Report of your Company for Financial Year 2014-15 would also be (i) The voting period (Remote E-voting) begins on Saturday made available on the Company’s website: www.gptinfra. 29th August, 2015 (10.00 am) and ends on Monday, 31st in. August, 2015 (5.00 pm). During this period shareholders’ of the Company, holding shares either in physical form 8. Details under section 152 of the Companies Act, 2013 or in dematerialized form, as on the cut-off date of 25th and Clause 49 of the Listing Agreement with the Stock August 2015 may cast their vote electronically. The e-voting Exchanges in respect of the Directors seeking appointment/ module shall be disabled by CDSL for voting thereafter. reappointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the (ii) The shareholders’ should log on to the e-voting website requisite declarations for their appointment/re-appointment. www.evotingindia.com during the voting period. 9. Voting through electronic means: (iii) Click on “Shareholders” tab. I. In compliance with provision of section 108 of the (iv) Now, select the “GPT INFRAPROJECTS LIMITED” from the Companies Act, 2013 read with Rule 20 of the Companies drop down menu and click on “SUBMIT”. (Management and Administration) Rules, 2014 as amended (v) Now Enter your User ID : vide Companies (Management and Administration) Rules, a. For CDSL: 16 digits beneficiary ID, 2015 and Clause 35B of the Listing Agreement entered b. For NSDL: 8 Character DP ID followed by 8 Digits Client into with the Stock Exchanges, the Company is pleased ID, to provide to the members facility of voting by electronic c. Members holding shares in Physical Form should enter means in respect of business to be transacted at the 35th Folio Number registered with the Company.
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