KEC INTER NATIONAl lTD. RPG House 463, Or. Annie Besant Road K~C Worll, Mumbai 400030, India +91 22 66670200 www.kecrpg.com August 0 I, 20 I 8 National Stock Exchange of India Limited BSE Limited Exchange Plaza Phirozc Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, Fort Bandra (East), Mumbai 400 05 I Mumbai - 400 00 I Symbol: KEC Script Code: 532714 Sub: Annual Report for FY 2017-18 Dear Sir/Madam, Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requ irements) Regulations, 2015, we are enclosing herewith the Annual Report fo r Financial Year 2017- 18 as approved and adopted at the I 31h Annual General Meeting of the Company held on Monday, Ju ly 30. 20 I 8 as per the provisions of the Companies Act, 2013. You arc requested to take the same on records. ~l~,'y~ Yours fai thfull y, Q-B~ For KEC International Limited i..J.J. r-.' ~ ~~:u r- Amit Kumar Gupta / Head- Secretarial & Compliance Officer Encl : as above Reg istered Office: RPG House, 463, Or Anme Besant Road An 0.}#9G Company won.. Mumbai 400030, em L4$200MH2005PLC152061, lnd~a KEC INTERNATIONAL LIMITED CIN: L45200MH2005PLC152061 Registered Office: RPG House, 463, Dr. Annie Besant Road, Worli, Mumbai – 400 030 Website: www.kecrpg.com, Email: [email protected] Tel No.: 022-66670200, Fax No.: 022-66670287 NOTICE Notice is hereby given that the Thirteenth Annual General Meeting Only) and reimbursement of actual out of pocket expenses, as (“AGM”) of KEC International Limited will be held on Monday, may be incurred by them in connection with the audit of cost July 30, 2018 at 03:00 p.m. at Ravindra Natya Mandir, P. L. records of the Company, payable to M/s. Kirit Mehta & Co., Deshpande Maharashtra Kala Academy, Sayani Road, Prabhadevi, Cost Accountants (Firm Registration No. 000353), who were Mumbai-400 025 to transact the following business: appointed by the Board of Directors as the Cost Auditors of the Company to conduct audit of cost records maintained by the ORDINARY BUSINESS: Company for the financial year ending on March 31, 2019. 1. To receive, consider and adopt: RESOLVED FURTHER that the Board of Directors of the Company (including any Committee thereof) and/or Company a. the Audited Standalone Financial Statements of the Secretary of the Company, be and are hereby authorised Company for the financial year ended March 31, 2018, to do all such acts, deeds, matters and things as may be together with the Reports of the Board of Directors and considered necessary, desirable or expedient to give effect to the Auditors thereon; and this resolution.” b. the Audited Consolidated Financial Statements of the 6. To consider, and if thought fit, to pass the following resolution Company for the financial year ended March 31, 2018, as an Ordinary Resolution: together with the Report of the Auditors. “RESOLVED that Ms. Manisha Girotra (DIN: 00774574), who 2. To declare Dividend on equity shares at the rate of ` 2.40/- per was appointed by the Board of Directors as an Additional equity share for the financial year ended March 31, 2018. Director of the Company with effect from February 06, 2018 and who holds office up to the date of this Annual General 3. To appoint a Director in place of Mr. R. D. Chandak Meeting of the Company in terms of Section 161(1) of the (DIN: 00026581), who retires by rotation, and being eligible, Companies Act, 2013 (“the Act”) and Article 104 of the offers himself for re-appointment. Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has SPECIAL BUSINESS: received a notice in writing from a Member under Section 4. To consider, and if thought fit, to pass the following resolution 160(1) of the Act proposing her candidature for the office as an Ordinary Resolution: of Director of the Company, be and is hereby appointed as Director of the Company. “RESOLVED that pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, RESOLVED FURTHER that pursuant to the provisions of 2013 (“the Act”) and Rules framed thereunder (including any Sections 149, 150, 152 and other applicable provisions, if any, statutory modification(s) or re-enactment(s) thereof for the time of the Act and the Companies (Appointment and Qualifications being in force), the Board of Directors/Audit Committee be of Directors) Rules, 2014, read with Schedule IV to the Act, as and is hereby authorized to appoint Branch Auditors of any amended from time to time, the appointment of Ms. Manisha Girotra branch office of the Company, whether existing or which may (DIN: 00774574) as an Independent Director, who meets the be opened hereafter, outside India, in consultation with the criteria for independence as provided in Section 149(6) of the Company’s Statutory Auditors, any person(s)/ firm(s) qualified Act and Regulation 16(1)(b) of SEBI (Listing Obligations and to act as Branch Auditor in terms of the provisions of Section Disclosure Requirements) Regulations, 2015 and who has 143(8) of the Act to hold office till the conclusion of the next submitted a declaration to that effect, and who is eligible for Annual General Meeting and to fix their remuneration.” appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years 5. To consider, and if thought fit, to pass the following resolution commencing from February 06, 2018 to February 05, 2023, be as an Ordinary Resolution: and is hereby approved.” “RESOLVED that pursuant to the provisions of Section 148(3) 7. To consider, and if thought fit, to pass the following resolution and other applicable provisions, if any, of the Companies Act, as a Special Resolution: 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being “RESOLVED that pursuant to the SEBI (Listing Obligations in force), the Company hereby ratifies and confirms the and Disclosures Requirement) (Amendment) Regulations, 2018 remuneration not exceeding ` 6,00,000 (Rupees Six Lakh notified by SEBI by way of Notification No. SEBI/LAD-NRO/ 2 KEC International Limited Annual Report 2017-18 NOTICE 3 GN/2018/10 dated May 09, 2018 and all other applicable for the time being in force) and subject to the Memorandum provisions of the SEBI (Listing Obligations and Disclosure and Articles of Association of the Company and such other Requirement) Regulations, 2015, the Companies Act, 2013 and approvals, consents, sanctions and permissions, as may be Rules framed thereunder, and such other applicable laws, rules, necessary from time to time, subject to the total borrowings regulations, guidelines (including any statutory amendment(s) of the Company not exceeding the borrowing powers or modification(s) or re-enactment(s) thereof, for the time being approved by the Members from time to time under Section in force), the Company do hereby approve the continuation 180(1)(c) of the Act, consent of the members of the Company of Directorship of Mr. A. T. Vaswani (DIN: 00057953), Non- be and is hereby accorded to issue and/ or offer and/ or invite Executive Independent Director of the Company, who has subscription for and/ or allot Non-Convertible Debentures attained the age of seventy five years, till his original term upto of the Company for an amount not exceeding ` 500 Crore, July 28, 2020.” through Private Placement, in one or more tranches, during a period of 12 (twelve) months from the date of the Thirteenth 8. To consider, and if thought fit, to pass the following resolution Annual General Meeting, to such person or persons (who may as a Special Resolution: or may not be the debenture holders of the Company) as the Board of Directors of the Company (hereinafter referred to as “RESOLVED that pursuant to the SEBI (Listing Obligations the “Board”, which term shall include any duly constituted and Disclosures Requirement) (Amendment) Regulations, 2018 Committee(s) thereof or such other person(s) authorised by the notified by SEBI by way of Notification No. SEBI/ LAD-NRO/ Board) may at its sole discretion decide, at such terms and GN/ 2018/ 10 dated May 09, 2018 and all other applicable conditions as may be determined and considered proper and provisions of the SEBI (Listing Obligations and Disclosure most beneficial to the Company, under the Act and/ or Rules Requirement) Regulations, 2015, the Companies Act, 2013 and/ or Regulations and/ or Listing Regulations and/ or other and Rules framed thereunder, and such other applicable applicable laws. laws, rules, regulations, guidelines (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, RESOLVED FURTHER that the Board be and is hereby for the time being in force), the Company do hereby authorised to do all such act(s), deed(s), matter(s) and thing(s) approve continuation of Directorship of Mr. S. M. Kulkarni as may be deemed necessary, desirable, proper or expedient (DIN: 00003640), Non-Executive Independent Director of the for the purpose of giving effect to the above resolution and Company, who has attained the age of seventy five years, till for matters connected therewith or incidental thereto and to his original term upto July 27, 2019.” sign and execute any deed(s)/ document(s)/ undertaking(s)/ agreement(s)/ paper(s)/ writing(s), as may be required in this 9. To consider, and if thought fit, to pass the following resolution regard and to delegate all or any of these powers to any of the as a Special Resolution: Director(s) and/ or Key Managerial Personnel and/ or officer(s) of the Company.” “RESOLVED that pursuant to the SEBI (Listing Obligations and Disclosures Requirement) (Amendment) Regulations, 2018 By Order of the Board of Directors notified by SEBI by way of Notification No.