Ahluwalia Contracts India : 44th Annual Report

NOTICE

Notice is hereby given that the 44th Annual General Meeting of the members of Ahluwalia Contracts (India) Ltd will be held on Friday, 29th September, 2023 at 12:30 P.M (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) facility for transacting the following businesses:

ORDINARY BUSINESS:

ITEM NO.1

ADOPTION OF FINANCIAL STATEMENTS:

To receive, consider and adopt the audited Standalone & Consolidated Financial Statements containing the Balance Sheet as at 31st March 2023 and the Profit and Loss Account for the financial year ended on that date along with the Cash Flow Statements, Notes & Schedules appended thereto together with the Auditors' Report and Directors' Report thereon and in this regard, to consider and if thought fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 134 of the Companies Act, 2013, the audited standalone & consolidated financial statement of the Company for the financial year ended 31st March, 2023 containing the Balance Sheet as at 31st March 2023 and the Profit and Loss Account for the financial year ended on that date along with the Cash Flow Statements, Notes & Schedules appended thereto together with the Auditors' Report and Directors' Report thereon, as circulated to the members, be and are hereby adopted"

ITEM NO.2

DECLARATION OF DIVIDEND FOR THE FINANCIAL YEAR

2022-23:

To declare a dividend of Rs.0.40 per share @ (20%) on the equity shares of the Company for the financial year 2022-23 and in this regard to pass the following resolution as an Ordinary Resolution.

"Resolved that a dividend of Rs.0.40 per share @ (20%) on the 66987560 equity shares of Rs.2/- each of the company be and is hereby declared for the Financial Year ended 31st March, 2023 and the same be paid out of the profits of the Company."

ITEM NO.3

REAPPOINTMENT OF RETIRING DIRECTOR:

To consider and if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary

Resolution:

"RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Shobhit Uppal (DIN 00305264), who retires by rotation at this meeting be and is hereby reappointed as a Director of the Company, liable to retire by rotation."

SPECIAL BUSINESS:

ITEM NO.4

TO RATIFY THE REMUNERATION OF COST AUDITORS FOR THE FINANCIAL YEAR ENDING MARCH 31, 2024:

To consider and if thought fit, to pass with or without modification(s) the following resolution as Ordinary

Resolution:

"RESOLVED THAT pursuant to provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re- enactment thereof for the time being in force) ("the Act"), remuneration of ` 2.00 Lakhs Per Annum (Rupees Two Lakhs only) plus applicable taxes thereon and reimbursement of out-of-pocket expenses on actual basis, to M/s. N M & Co., Cost Accountants (Firm Registration Number - 000545) who have been appointed by the Board as Cost Auditors of the Company to conduct the audit of cost records of the Company for the financial year ended March 31, 2024 be and is hereby confirmed, ratified and approved."

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all such steps and to do all such acts, deeds and things as may be necessary, proper and expedient to give effect the above resolution."

ITEM NO.5

TO INCREASE THE BORROWING LIMITS OF THE COMPANY FROM RS 2500 CRORES TO ` 5000 CRORES:

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special

Resolution:

"RESOLVED THAT pursuant to the provision of Section 180(1)(c) of the Companies Act, 2013 and in suppression of the earlier Resolution passed through Postal Ballot of the Company on 08-08-2014, the approval of the shareholders of the company be and is hereby accorded to the Board of

2	Annual Report 2022-23

NOTICE (Contd...)

Directors of the Company(including any statutory modification or re-enactment thereof) and pursuant to Article 87 of Articles of Association of the Company, to borrow from time to time all such sum of money as they may deem requisite for the purposes of the business of the company notwithstanding that moneys already borrowed/ to be borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of the business) may exceed the aggregate for the time being of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose but so that total amount up to which moneys to be so borrowed under the said clause (c) of Sub Section (1) of Section 180 shall not at any time exceed ` 5000.00 Crores (Rupees Five Thousand Crores only)"

"RESOLVED FURTHER THAT Mr. Bikramjit Ahluwalia (DIN:00304947), Managing Director and Mr. Vipin Kumar Tiwari, Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds & things as may be necessary in this regard to give effect to the aforesaid resolution."

ITEM NO.6

PROVIDING SECURITY UNDER SECTION 180(1)(a) OF THE COMPANIES ACT, 2013 IN CONNECTION WITH THE EXISTING BORROWING LIMIT OF THE COMPANY:

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 180(1) (a) of the Companies Act, 2013 and in supersession of all earlier resolutions passed or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof) and in terms of Articles of Association of the Company, the approval of the shareholders of the Company be and is hereby accorded to the Board of Directors of the Company to (hereinafter referred to as "the Board" to create such charges, mortgages and hypothecations in addition to existing charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, both present and future and in such form and manner as the Board may deem fit in favour of Banks/ Financial Institutions (hereinafter referred to as "Lenders") for securing the borrowings availed/to be availed by way of rupee on such terms and conditions as may be mutually agreed with the lenders of the Company towards security for borrowing of funds for

the purposes of business of the Company."

"RESOLVED FURTHER THAT Mr. Bikramjit Ahluwalia (DIN:00304947), Managing Director and Mr. Vipin Kumar Tiwari, Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds & things as may be necessary in this regard to give effect to the aforesaid resolution."

ITEM NO.7

TO REVISE THE REMUNERATION OF MR. BIKRAMJIT AHLUWALIA (DIN:00304947), MANAGING DIRECTOR OF THE COMPANY:

To consider and if thought fit, to pass with or without modification(s) the following resolution as an ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to Sections 196, 197 and 203 of the Companies Act, 2013 ("Act"), read with the Companies (Remuneration of Managerial Personnel) Rules, 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and as per the Articles of Association of the Company and as recommended by the Nomination

• remuneration Committee (NRC), consent of the members be and is hereby accorded for revision in remuneration of Mr. Bikramjit Ahluwalia (DIN: 00304947), Managing Director of the Company with effect from 1st April 2023 for his remaining tenure upto 31st March, 2024 on the following terms and conditions including remuneration as given below.

1. Basic Salary of Rs. 12,50,000/- (Rs. Twelve Lakhs fifty thousand only) per month.
2. Gratuity as Per Gratuity Act. (Not Applicable)
3. Contribution to provident fund and pension fund subject to specified ceiling in applicable Acts, if any.

"RESOLVED FURTHER THAT where in any financial year, during the tenure of Mr. Bikramjit Ahluwalia (DIN: 00304947) as Managing Director, the Company has no profits or inadequacy of profit, the aggregate of monthly remuneration payable to the said Managing Director, inclusive of the value of all perquisites (other than those specifically exempted under section II of part II of the Schedule) shall not exceed the ceiling limits specified under Schedule V of the Companies Act, 2013, as may be amended from time to time."

"RESOLVED FURTHER THAT the Company shall reimburse the Managing Director all expenses incurred on

Ahluwalia Contracts (India) Limited

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NOTICE (Contd...)

entertainment, traveling and/or any other expenses incurred solely for the purpose of business on the Company and that the same shall not be considered a part of remuneration."

"RESOLVED FURTHER THAT Mr. Shobhit Uppal (DIN: 00305264), Dy. Managing Director and Mr. Vipin Kumar Tiwari, Company Secretary of the Company be and are hereby severally authorized to file the necessary forms, if any with the Registrar of Companies, NCT Delhi & Haryana, New Delhi (MCA) and to do all such acts, deeds and things as may be necessary to give effect to the aforesaid resolution."

ITEM NO.8

TO REVISE THE REMUNERATION OF MR. SHOBHIT UPPAL (DIN:00305264), WHOLE TIME DIRECTOR OF THE COMPANY:

To consider and if thought fit, to pass with or without modification(s) the following resolution as an ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to Sections 196, 197 and 203 of the Companies Act, 2013 ("Act"), read with the Companies (Remuneration of Managerial Personnel) Rules, 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and as per the Articles of Association of the Company and as recommended by the Nomination

• remuneration Committee (NRC), consent of the members be and is hereby accorded for revision in remuneration of Mr. Shobhit Uppal (DIN: 00305264), Whole Time Director of the Company with effect from 1st April 2023 for his remaining tenure upto 31st March, 2026 on the following terms and conditions including remuneration as given below.

1. Basic Salary of Rs. 16,00,000/- (Rs. Sixteen Lakhs only) per month.
2. Gratuity as Per Gratuity Act. if applicable
3. Contribution to provident fund and pension fund subject to specified ceiling in applicable Acts, if any.

"RESOLVED FURTHER THAT where in any financial year, during the tenure of Mr. Shobhit Uppal (DIN: 00305264) as Whole Time Director, the Company has no profits or inadequacy of profit, the aggregate of monthly remuneration payable to the said Whole Time Director, inclusive of the value of all perquisites (other than those specifically exempted under section II of part II of the

Schedule) shall not exceed the ceiling limits specified under Schedule V of the Companies Act, 2013, as may be amended from time to time."

"RESOLVED FURTHER THAT the Company shall reimburse the Whole Time Director all expenses incurred on entertainment, traveling and/or any other expenses incurred solely for the purpose of business on the Company and that the same shall not be considered a part of remuneration."

"RESOLVED FURTHER THAT Mr. Bikramjit Ahluwalia (DIN:00304947), Chairman & Managing Director and Mr. Vipin Kumar Tiwari, Company Secretary of the Company be and are hereby severally authorized to file the necessary forms, if any with the Registrar of Companies, NCT Delhi & Haryana, New Delhi (MCA) and to do all such acts, deeds and things as may be necessary to give effect to the aforesaid resolution."

ITEM NO. 9

TO REVISE THE REMUNERATION OF MR. VIKAS AHLUWALIA (DIN:00305175), WHOLE TIME DIRECTOR OF THE COMPANY:

To consider and if thought fit, to pass with or without modification(s) the following resolution as an ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to Sections 196, 197 and 203 of the Companies Act, 2013 ("Act"), read with the Companies (Remuneration of Managerial Personnel) Rules, 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and as per the Articles of Association of the Company and as recommended by the Nomination

• remuneration Committee (NRC), consent of the members be and is hereby accorded for revision in remuneration of Mr. Vikas Ahluwalia (DIN: 00305175), Whole Time Director of the Company with effect from 1st April,2023 for his remaining tenure upto 31st March, 2026 on the following terms and conditions including remuneration as given below.

1. Basic Salary of Rs. 10,00,000/- (Rs. Ten Lakhs only) per month.
2. Gratuity as Per Gratuity Act., if applicable
3. Contribution to provident fund and pension fund subject to specified ceiling in applicable Acts, if any.

"RESOLVED FURTHER THAT where in any financial year,

4	Annual Report 2022-23

NOTICE (Contd...)

during the tenure of Mr. Vikas Ahluwalia (DIN: 00305175) as Whole Time Director, the Company has no profits or inadequacy of profit the aggregate of monthly remuneration payable to the said Whole Time Director, inclusive of the value of all perquisites (other than those specifically exempted under section II of part II of the Schedule) shall not exceed the ceiling limits specified under Schedule V of the Companies Act, 2013, as may be amended from time to time."

"RESOLVED FURTHER THAT the Company shall reimburse the Whole Time Director all expenses incurred on entertainment, traveling and/or any other expenses incurred solely for the purpose of business on the Company and that the same shall not be considered a part of remuneration."

"RESOLVED FURTHER THAT Mr. Bikramjit Ahluwalia (DIN:00304947), Chairman & Managing Director, Mr. Shobhit Uppal (DIN:00305264), Dy. Managing Director and/ or Mr. Vipin Kumar Tiwari, Company Secretary of the Company be and are hereby severally authorized to file the necessary forms, if any with the Registrar of Companies, NCT Delhi & Haryana, New Delhi (MCA) and to do all such acts, deeds and things as may be necessary to give effect to the aforesaid resolution."

ITEM NO.10

TO REVISE THE REMUNERATION OF MR. SANJIV SHARMA (DIN:08478247), WHOLE TIME DIRECTOR OF THE COMPANY:

To consider and if thought fit, to pass with or without modification(s) the following resolution as an ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to Sections 196, 197 and 203 of the Companies Act, 2013 ("Act"), read with the Companies (Remuneration of Managerial Personnel) Rules, 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and as per the Articles of Association of the Company and as recommended by the Nomination

REGISTERED OFFICE

A-177, Okhla Industrial Area,

Phase-I, New Delhi - 110020

Date: 14-08-2023

Place : New Delhi

• remuneration Committee (NRC), consent of the members be and is hereby accorded for revision in remuneration of Mr. Sanjiv Sharma (DIN: 08478247) as Whole Time Director of the Company with effect from 1st April,2023 for his remaining tenure upto 31st July, 2027 on the following terms and conditions including remuneration as given below.

1. Basic Salary of Rs. 4,00,000/- (Rs. Four Lakhs only) per month.
2. HRA of Rs. 3,00,000/- (Rs. Three Lakhs only) per month.
3. Gratuity as Per Gratuity Act., if applicable
4. Contribution to provident fund and pension fund subject to specified ceiling in applicable Acts, if any.

"RESOLVED FURTHER THAT where in any financial year, during the tenure of Mr. Sanjiv Sharma (DIN: 08478247) as Whole Time Director, the Company has no profits or inadequacy of profit the aggregate of monthly remuneration payable to the said Whole Time Director, inclusive of the value of all perquisites (other than those specifically exempted under section II of part II of the Schedule) shall not exceed the ceiling limits specified under Schedule V of the Companies Act, 2013, as may be amended from time to time."

"RESOLVED FURTHER THAT the Company shall reimburse the Whole Time Director all expenses incurred on entertainment, traveling and/or any other expenses incurred solely for the purpose of business on the Company and that the same shall not be considered a part of remuneration."

"RESOLVED FURTHER THAT Mr. Bikramjit Ahluwalia (DIN:00304947), Chairman & Managing Director, Mr. Shobhit Uppal (DIN:00305264), Dy. Managing Director and Mr. Vipin Kumar Tiwari, Company Secretary of the Company be and are hereby severally authorized to file the necessary forms, if any with the Registrar of Companies, NCT Delhi & Haryana, New Delhi (MCA) and to do all such acts, deeds and things as may be necessary to give effect to the aforesaid resolution."

By order of the Board

For Ahluwalia Contracts (India) Ltd

Sd/-

(Vipin Kumar Tiwari)

Company Secretary

ACS: 10837

Ahluwalia Contracts (India) Limited

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