IL&FS Engineering and Construction : General updates

		IL&FS Engineering and Construction Company Limited
		CIN - L45201TG1988PLC008624
		Corporate Office		T	[phone]
		Ground Floor, Enkay Centre,
		Plot No# A, Vanijya Nikunj,		F	[phone]
		Udyog Vihar, Phase - 5,		E	[e-mail]
		NH-8, Gurugram - 1,22016
			W www.ilfsengg.com
		Haryana India
		7th September, 2022
BSE Limited	National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers,	"Exchange Plaza" Bandra-Kurla Complex,
Dalal Street, Mumbai - 400 001	Bandra (East), Mumbai - 400 051

Symbol: IL&FSENGG

Scrip Code: 532907

Sub: Corrigendum to Notice of 33rd AGM

Dear Sir

This refers to our earlier letter dated 30th August, 2022, inter alia, on the intimation of 33rd Annual General Meeting(AGM) of the Company, scheduled to be held on Thursday, the 29th Day of September, 2022 at 11 AM(IST).

Due to certain unavoidable circumstances, the timing of 33rd AGM meeting stands revised/rescheduled to be held on the same day and date, i.e, Thursday, the 29th September, 2022 at 3.30 PM(IST). The existing and revised details are given below

Existing			Revised
Date:	29th	September, 2022	No	Change
Day:	Thursday	No	Change
Time:	11	AM	3.30	PM(IST)

Enclosed please find necessary corrigendum to Notice dated 9th August, 2022, being issued to shareholders.

This is for your kind information and record please.

Thanking you

Yours faithfully

For IL&FS Engineering and Construction Company Limited

RAJIB KUMAR ROUTRAY

Digitally signed by RAJIB KUMAR ROUTRAY Date: 2022.09.07 11:09:19 +05'30'

Rajib Kumar Routray

Company Secretary & Compliance Officer

Encl: as above

T [phone]

Door NO# 8-2-120/113, B Block, First Floor Sanali Info Park, Rd. No 2, Banjara Hills, Hyderabad 500034, Telangana India

F [phone]

Corrigendum to the Notice of 33rd Annual General Meeting('AGM") to the Shareholders of IL&FS Engineering and Construction Limited("the Company")

Dear Members

The Company had issued notice dated 9th August, 2022 for convening AGM of the Company on Thursday, 29th September, 2022 at 11 AM to transact the businesses stated in the Notice. The AGM Notice along with Annual Report for FY 2021-22 was also circulated to all the shareholders of the Company through e-mails, to those members whose email IDs are registered with the Company/Depository Participant(s), and to all other shareholders at their registered address in the permitted mode. The dispatch of Notice of AGM was completed on 30th August, 2022.

Subsequent to issuance and circulation of the AGM Notice and Annual Report, and due to unforeseen and unavoidable circumstances, the 33rd AGM of the Company, which was originally scheduled to be held on Thursday, 29th September, 2022 at 11 AM through Video Conferencing/Other Audio Visual Means, will now be held on Thursday, 29th September, 2022 at 3.30 PM(IST).

Existing Details	Revised Details
Date: 29th September, 2022	No Change
Day: Thursday	No Change
Time: 11 AM	3.30 PM(IST)

The corrigendum is being issued in continuation of the Notice dated 9th August, 2022 and shareholders of the Company are requested to note the revised timing of 33rd AGM and the same be substituted, wherever the reference of timing of AGM appears in the Notice.

All other information and contents as set out in the AGM Notice dated 9th August, 2022 including the resolutions to be considered thereat, instructions for E-voting,Cut-off date & Date for e-voting and

book closure dates remain unchanged. Members may note that the Corrigendum to the Notice and Annual Report for the financial year 2021-22 are available on the Company's website at http://www.ilfsengg.com/ Document/CorrigendumTo33rdAGM_Notice_dated-9thAugust2022.pdf /www.ilfsengg.comand websites of the Stock Exchanges i.e. National Stock Exchange of India Ltd and BSE Limited at www.nseindia.com

and www.bseindia.comrespectively.

Sincerely yours

For IL&FS Engineering and Construction Company Limited

Rajib Kumar Routray

Company Secretary & Compliance Officer

NOTICE

NOTICE is hereby given that the 33rd Annual General Meeting (AGM) of IL&FS Engineering and Construction Company Limited will be held on Thursday, the September 29, 2022 at 11 AM (IST) through Video Conferencing ("VC")/ Other Audio Visual Means (OAVM) to transact the following business:

1. To receive, consider and adopt:
2. 1. the Audited Standalone Financial Statements of the Company for the financial year ended March
      31, 2022 together with the reports of the Board of Directors and Auditors thereon,
   2. the Audited Consolidated Financial Statements of the Company for the financial year ended
      March 31, 2022, together with the Report of the Auditors thereon
3. Appointment of Statutory Auditors of the Company
   To consider and, if thought fit, to pass the following resolution as an Ordinary resolution:
   RESOLVED that pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M. Bhaskara Rao & Co., Chartered Accountant(s), Firm Registration No. 000459S be and is hereby re- appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General
   Meeting (AGM) till the conclusion of the thirty-eight AGM to be held in the year 2027, at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors
4. To ratify the remuneration payable to the Cost Auditor appointed by the Board of Directors of the Company for the financial year 2021-22 by passing with or without modification(s), the following resolution as Ordinary
   Resolution:

RESOLVED THAT pursuant to the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), the remuneration of Rs. 4,50,000/-(Rupees Four Lakh Fifty Thousand Only) plus applicable taxes, to M/s. Narasimha Murthy & Co., Cost Accountants (Regn. No. 00042) for conducting cost audit of the Company for the financial year 2021-22, as approved by the Board of Directors of the Company, be and is hereby ratified and confirmed

RESOLVED FURTHER THAT the Board of Directors ("Board") be and is hereby authorised to undertake all acts, deeds, things and matters and give all such directions as it may in its absolute discretion deem necessary, proper or expedient to give effect to this resolution.

By Order of the Board of Directors

For IL&FS Engineering and Construction Company Limited

	Sd/-
Place: Gurugram	Rajib Kumar Routray
Date: 09 August, 2022	Company Secretary

Registered Office:

IL&FS Engineering and Construction Company Limited Door No. 8-2-120 / 113, Block-B,

1st Floor, Sanali Info Park, Road No. 2, Banjara Hills, Hyderabad - 500 034, India Website: www.ilfsengg.com L45201TG1988PLC008624

Annual Report 2022 | 1

NOTES:

1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (MCA) has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020 and May 5, 2022 (collectively referred to as MCA Circulars) permitted the holding of the Annual General Meeting (AGM) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (Act), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
2. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
3. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to [e-mail] with a copy marked to [e-mail]
4. The Company has fixed Thursday, September 22,
   2022 as the Cut-off Date for determining entitlement of members to e-voting at the 33rd AGM of the Company.
5. Book closure for the purpose of 33rd Annual General Meeting will be from September 23, 2022 to September 29, 2022 (both days inclusive)
6. The remote e-voting period commences on Monday, September 26, 2022 (9:00 a.m. IST) and ends on Wednesday, September 28, 2022 (5:00 p.m. IST).
7. EVEN of the Company is 121138, Batch No. 1004282
8. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, KFin Technologies Private Limited (KFintech) for assistance in this regard.

1. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with KFintech in case the shares are held by them in physical form.
   We continue to encourage all shareholders to receive electronic copies of the Annual Report and Financial Statements as part of our commitment to reduce our environmental footprint. If you have not already opted to receive an electronic copy of the Annual Report and Financial Statements, please visit www.ilfsengg.com/
   Announcements & Notifications.
2. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to KFintech in case the shares are held by them in physical form.
3. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to KFintech in case the shares are held in physical form.
4. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or KFintech, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
5. In case of joint holders, a Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
6. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before September 27, 2022 through email on cs@ilfsengg. com. The same will be replied by the Company suitably.
7. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 5, 2022 read with circulars dated May 12, 2020 (collectively referred to as MCA Circulars) Notice of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2021-22 will also be available on the Company's website www. ilfsengg.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www. evoting.nsdl.com

Annual Report 2022 | 2

1. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
2. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
3. Instructions for e-voting and joining the AGM are as follows:

1. Voting through electronic means

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the EGM/AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM/AGM through VC/OAVM.
2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM/AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM/AGM through VC/ OAVM and participate there at and cast their votes through e-voting.
3. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.
4. The attendance of the Members attending the EGM/ AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means,

as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM/AGM will be provided by NSDL.

1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM/AGM has been uploaded on the website of the Company at www.ilfsengg.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EGM/ AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
2. EGM/AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021 and May 05, 2022.
   THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-
   The remote e-voting period begins on September 26, 2022 at 9 A.M. and ends on September 28, 2022 at 5P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial
   Owners as on the record date (cut-off date) i.e. September 22, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September, 22 2022.
   How do I vote electronically using NSDL e-Voting system?
   The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

1. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
   In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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