Mahanagar Telephone Nigam : Notice of 37th AGM of MTNL

MAHANAGAR TELEPHONE NIGAM LIMITED

(A GOVERNMENT OF INDIA ENTERPRISE) CIN L32101DL1986GOI023501

Registered and Corporate Office: Mahanagar Doorsanchar Sadan 5th Floor, 9 CGO

Complex, Lodhi Road, New Delhi - 110 003. Tel: [phone], Fax: [phone],

Website: www.mtnl.net.in/www.bol.net.in Email ID [e-mail]

MTNL/SECTT/SE/2023

August 31, 2023

To,

The Listing Department,

Bombay Stock Exchange (BSE)

National Stock Exchange (NSE)

Ref: BSE Scrip Code: 500108/ NSE Symbol: MTNL

Sub: NOTICE OF 37TH ANNUAL GENERAL MEETING (AGM) TO BE HELD ON 29.09.2023 AT 11:30 AM, CUT-OFF DATE AND PERIOD OF REMOTE E-

VOTING.

Dear Sir,

This is to inform you that the 37th Annual General Meeting (AGM) of Mahanagar Telephone Nigam Limited (MTNL) is scheduled to be held on Friday, 29th September 2023 at 11.30 A.M. through VC/OVAM.

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of the 37th AGM of the Company to be held on 29.09.2023. The Company has fixed the following date(s) in connection with the ensuing 37th AGM:

Provision	Relevant Date
Date of Closure of Register of Members and	From Saturday, 23rd September, 2023 to
Share Transfer Books for the purpose of	Friday, 29th September, 2023 (both days
Annual Closing/AGM.	inclusive)
(Section 91 of the Companies Act, 2013 and
Regulation 42 of SEBI (LODR) Regulations,
2015)
The cut-off date for the purpose of	Cut-offdate: Friday, 22nd September, 2023
determining the voting rights of the
shareholders and period of remote e-
Remote e-voting period:
voting.

(Section 108 of the Companies Act, 2013 and Regulation 44 of SEBI (LODR) Regulations, 2015)

Commences on: Tuesday, September 26, 2023 (9:00 a.m.)

Ends on: Thursday, September 28, 2023 (5:00 p.m.)

Kindly take the above information on record.

Thanking You,

Yours faithfully

RATAN MANI SUMIT

Digitally signed by

RATAN MANI SUMIT

Date: 2023.08.31 11:09:06 +05'30'

(RATAN MANI SUMIT) COMPANY SECRETARY

Encl: Notice of 37th AGM of MTNL

MAHANAGAR TELEPHONE NIGAM LIMITED

(A GOVERNMENT OF INDIA ENTERPRISE)

CIN L32101DL1986GOI023501

Registered and Corporate Office: Mahanagar Doorsanchar Sadan 5th Floor, 9 CGO

Complex, Lodhi Road, New Delhi - 110 003. Tel: [phone], Fax: [phone],

Email:[e-mail], Website: www.mtnl.net.in /www.bol.net.in

N O T I C E

NOTICE is hereby given that the 37th Annual General Meeting of the Members of MAHANAGAR TELEPHONE NIGAM LIMITED will be held on Friday, September 29, 2023 at 11:30 A.M. through Video Conferencing ("VC")/Other Audio Visual Means ("OVAM") to transact the following business :-

1. ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2023, the reports of the Auditors and the Board of Directors thereon together with the Comments of the Comptroller & Auditor General of India (C & AG) thereon.
2. To appoint a director in place of Shri P.K.Purwar (DIN- 06619060) who retires by rotation and being eligible, offers himself for reappointment. In this connection 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 152 and other applicable provisions, if any, of the Companies Act, 2013, Shri P.K.Purwar (DIN- 06619060) who retires by rotation at this AGM and being eligible, offered for reappointment, be and is hereby appointed as Director of the Company, liable to retires by rotation."

MTNL 37TH AGM 2023

Page 1

3. To appoint a director in place of Shri V.Ramesh (DIN- 08771524) who retires by rotation and being eligible, offers himself for reappointment. In this connection 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 152 and other applicable provisions, if any, of the Companies Act, 2013, Shri V.Ramesh (DIN- 08771524) who retires by rotation at this AGM and being eligible, offered for reappointment, be and is hereby appointed as Director of the Company, liable to retire by rotation."

4. To fix the remuneration of the Statutory Auditors of the Company appointed by the Comptroller & Auditor General of India for auditing the accounts of the Company for the Financial Year 2023-24. In this connection to pass with or without modification(s) the following resolution, as an Ordinary Resolution:

"RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to decide and fix the remuneration of the Statutory Auditors of the Company appointed by Comptroller & Auditor General of India for the Financial Year 2023-24, as may be deemed fit"

1. SPECIAL BUSINESS:

5. TO APPROVE THE ISSUE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS:

In this connection, 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 42 & Section 71 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 including any statutory modification(s) or re-enactment thereof, for the time being in force and subject to the provisions of the Article of Association of the Company and subject to such other approvals as may be required, approval of the members be and is hereby accorded to authorize the Board of Directors of the Company to offer or invite or invite subscriptions for Government Guaranteed, Unsecured, Listed, Redeemable, Non- Convertible Debentures in the nature of Bonds (NCDs), in one or more series /

MTNL 37TH AGM 2023

Page 2

tranches, aggregating up to Rs. 4,181 Crores ( Rupees Four Thousand One

Hundred and Eighty One Crores only) on Private Placement basis, on such terms and conditions as the Board of Directors of the Company may, from time to time, determine and consider proper and most beneficial to the Company including the timing/date of issue of Debentures, the consideration for the issue, utilization of the issue proceeds and all matters connected with or incidental thereto."

6. TO APPROVE THE REMUNERATION PAYABLE TO THE COST AUDITORS:

In this connection, to consider, and if modification(s), the following resolution as

thought fit, to pass with or without an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, including any Statutory modification(s) or re-enactment thereof, for the time being in force, M/s. R.M. Bansal & Co. Cost Auditors appointed by the Board of Directors of the Company, to conduct the Cost Audit of the Company for the Financial Year 2023-24, a total fee of Rs.1,12,100/- (Fees Rs.80,000/- plus Rs.15,000/- out of pocket expenses plus GST @18% on the Gross Amount of Rs.95,000/-) at the same rates, terms & conditions for the Financial Year 2022-23.."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is

hereby authorized to do all acts and take all such steps as may be necessary, proper

or expedient to give effect to this Resolution."

BY Order of the Board

For MAHANAGAR TELEPHONE NIGAM LIMITED

RATAN MANI SUMIT

Digitally signed by RATAN MANI SUMIT

Date: 2023.08.31 11:09:35 +05'30'

(RATAN MANI SUMIT) COMPANY SECRETARY

Place: New Delhi

Date: 31.08.2023

MTNL 37TH AGM 2023

Page 3