HINCON HOLDINGS LTD Hincon Holdings Ltd. Hincon House, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083, India. Annual Report Tel: +91-22-2575 1000 Fax: +91-22-2577 5950 2017 - 2018 www.hinconholdings.com CIN: U67120MH1996PLC102787 HINCON HOLDINGS LIMITED CIN : U67120MH1996PLC102787 BOARD OF DIRECTORS Ajit Gulabchand, Chairman Shalaka Gulabchand Dhawan, Vice Chairperson Ram P. Gandhi (upto March 28, 2018) Chandrahas V. Zaveri (from March 28, 2018) AUDITORS Mehta & Pai, Chartered Accountants BANKers ICICI Bank Limited Registered OFFICE Hincon House, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083. Tel.: 022 - 25751000 Fax No. 022-25777568 website: www.hinconholdings.com RegistrAR & SHARE TRANSFER AGENTS Link Intime India Pvt Ltd C-101, 247 Park, L.B.S. Marg, Vikhroli (West) Mumbai 400 083 Notice Notice is hereby given that the 22nd Annual General Meeting of 5. Providing Security in favour of the Lenders of Hindustan Hincon Holdings Limited will be held on Tuesday, July 10, 2018 Construction Company Limited (or their designated at 11.00 a.m. at Hincon House, Lal Bahadur Shastri Marg, agents/nominees/trustees), in respect of borrowings/ Vikhroli (West) Mumbai 400 083 to transact the following business: loans availed/to be availed by Hindustan Construction ORDINARY BUSINESS Company Limited (HCC): 1. Adoption of the Audited Standalone and Consolidated To consider and if thought fit, to pass, the following Financial Statements of the Company resolution as a Special Resolution: To receive, consider and adopt “RESOLVED THAT in addition to the Special resolutions passed by the shareholders vide Postal Ballot dated August (a) the Audited Standalone Financial Statements of the 26, 2016 (Original Resolutions) in relation to providing Company for the financial year ended March 31, 2018 of security by creation of charge by way of pledge on including the Audited Balance Sheet as at March 31, 21,60,23,600 equity shares of face value Re.1/- each held 2018 and the Statement of Profit & Loss for the year by the Company in HCC (`Equity Shares’), to secure the ended on that date together with the Reports of the borrowings/loans availed by HCC ,and pursuant to provisions Board of Directors and Auditors thereon; and of Section 180(1)(a) and Section 186 of the Companies (b) the Audited Consolidated Financial Statements of the Act, 2013 (the Act) including any statutory modification or Company for the financial year ended March 31, 2018 re-enactment thereof, for the time being in force , and all including the Audited Consolidated Balance Sheet as other applicable provisions, if any of the Act, consent of at March 31, 2018 and the Consolidated Statement of the Shareholders be and is hereby accorded to the Board Profit & Loss for the year ended on that date together of Directors to pledge the Equity Shares, in addition to the with the Reports of the Auditors thereon. pledge already created by the Company, in order to secure 2. Appointment of a Director, in place of Ms. Shalaka the additional loans and borrowings availed/to be availed Gulabchand Dhawan (DIN: 00011094), Non Executive by HCC by way of additional facilities aggregating upto Director, who is retiring by rotation ` 4550 Crores with such ranking amongst HCC lenders as To appoint a Director in place of Ms. Shalaka Gulabchand may be agreed amongst them; Dhawan (DIN:00011094), Non-Executive Director, who RESOLVED FURTHER THAT in clarification to the Original retires by rotation, in accordance with Section 152 of the Resolutions, the Shareholders hereby consent, ratify and Companies Act, 2013 and being eligible, offers herself for confirm that any pledge of the Equity Shares pursuant to reappointment. the Original Resolutions and this resolution can be created 3. Appointment of Statutory Auditors with such ranking inter se amongst the lenders of HCC as To consider and if thought fit, to pass the following resolution may be determined by them and that all pledge (including as an Ordinary Resolution: all extensions, amendments and restatements thereof) created by the Company with all inter se ranking priority “RESOLVED THAT pursuant to the provisions of Section amongst lenders of HCC (first ranking, second ranking, 139,142 and other applicable provisions of the Companies subservient or otherwise) is hereby ratified and confirmed. Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable, M/s. Mehta & Pai, RESOLVED FURTHER THAT no further approvals, consents Chartered Accountants, Mumbai (Firm Registration and permissions under the constitutional documents and No.113591W), be and are hereby appointed as the Statutory other provisions of applicable laws are required in relation Auditors of the Company, to hold office from the conclusion to the Original Resolution. of this 22nd Annual General Meeting (22nd AGM) upto the RESOLVED FURTHER THAT all the approvals and conclusion of the next Annual General Meeting (i.e. 23rd authorisations accorded by the Original Resolutions shall AGM), on a remuneration as may be fixed by the Board of continue to govern, apply and be valid. Directors of the Company.” RESOLVED FURTHER THAT for the purposes of giving SPECIAL BUSINESS effect to this resolutions, the Board of Directors of the 4. Appointment of Mr. Chandrahas V. Zaveri (DIN: 03564067) Company be and is hereby authorised to finalise, settle and execute such documents, deeds, writings, papers, and/or as a Director of the Company, liable to retire by rotation agreements as may be required and do all such acts, deeds, To consider and if thought fit, to pass, the following matters and things, as it may in its absolute discretion deem resolution as an Ordinary Resolution: fit, necessary or appropriate.” “RESOLVED THAT Mr. Chandrahas V. Zaveri (DIN: For and on behalf of the Board of Directors 03564067) who was appointed by the Board of Directors as an Additional Director of the Company with effect from March 28, 2018 and who holds office upto the date of this Annual General Meeting in terms of Section 161 of the Ajit Gulabchand Companies Act, 2013 (‘the Act’) and in respect of whom the Chairman Company has received a notice in writing from a Member Place : Mumbai of the Company under the provisions of Section 160 of the Date : May 3, 2018 Act proposing his candidature for the office of a Director of the Company, be and is hereby appointed as a Director of Registered Office: the Company, liable to retire by rotation.” Hincon House, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083 HINCON HOLDINGS limitED Annual REPOrt 2017-2018 2 NOTES: Link Intime India Pvt Ltd 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE C-101, 247 Park, MEETING IS ENTITLED TO APPOINT PROXY / PROXIES L.B.S. Marg, Vikhroli (West) Mumbai 400 083 TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE Phone: +91 22 49186270 PROXY NEED NOT BE A MEMBER OF THE COMPANY. A Fax: +91 22 49186060 PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE 10. Members are informed that as Company participated AGGREGATE NOT MORE THAN TEN PERCENT OF THE in the National Securities Depository Limited’s (NSDL) TOTAL SHARE CAPITAL OF THE COMPANY CARRYING system and there by has offered Company’s Equity shares VOTING RIGHTS. A MEMBER HOLDING MORE THAN in dematerialized mode, interested Members can contact TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE their respective Depository Participant (DP) and send the COMPANY CARRYING VOTING RIGHTS MAY APPOINT A application through their respective DP to Company’s SINGLE PERSON AS PROXY AND SUCH PERSON SHALL R&T agents for dematerialization of the shares held in our NOT ACT AS A PROXY FOR ANY OTHER MEMBER. Company. The Company’s ISIN in NSDL is INE747Q01014. 11. In compliance with the provisions of Section 129(3) of IN ORDER THAT THE APPOINTMENT OF A PROXY IS the Companies Act, 2013, (the Act)the Audited Financial EFFECTIVE, THE INSTRUMENT APPOINTING A PROXY Statements of the Company include the Consolidated MUST BE RECEIVED AT THE REGISTERED OFFICE OF Financial Statements of the Company and its Associates THE COMPANY, DULY COMPLETED AND SIGNED, as defined in the Act for consideration and adoption by the NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE Members of the Company. COMMENCEMENT OF THE MEETING I.E. BY 11.00 A.M. ON SUNDAY, JULY 8, 2018. 12. Members are requested to: 2. Corporate Members intending to send their authorised (a) Intimate change in their registered address, if any, to representatives to attend the Annual General the Company’s Registrar and Share Transfer Agents as Meeting,pursuant to Section 113 of the Companies Act, mentioned above in respect of their holdings in physical 2013, are requested to send a duly certified copy of their form. Board Resolution together with the respective specimen (b) Notify immediately any change in their registered signature of the representative(s) authorised under the said address to their Depository Participants in respect of resolution to attend and vote on their behalf at the Meeting. their holdings in electronic form. 3. Members, Proxies and Authorised representatives are (c) Please note that in accordance with the provisions of requested to bring to the Meeting, the Attendance Slip Section 72 of the Companies Act, 2013, members are enclosed herewith duly completed and signed for attending entitled to make nominations in respect of the Equity the Meeting. Shares held by them. Members desirous of making nominations may procure the prescribed form SH-13 4. In case of joint holders attending the Meeting, the joint from the Registrar & Share Transfer Agents Darashaw holder who is higher in the order of names will be entitled Limited and have it duly filled, signed and sent back to vote at the Meeting, if not already voted through remote to them, in respect of shares held in physical form.