NCC : AGM Notice 2023

Notice

NCC LIMITED

(CIN: L72200TG1990PLC011146)

Regd. Office : NCC House, Madhapur, Hyderabad - 500 081 Tel: [phone]

Website : www.ncclimited.com E-mail : [e-mail]

Dear Members,

Invitation to attend the 33rd Annual General Meeting on Friday, 8th September 2023, at 3.00 P.M (IST)

You are cordially invited to attend the 33rd Annual General Meeting of the Company to be held on Friday, 8th September 2023, at 3.00 P.M IST through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The notice convening the Annual General Meeting is enclosed herewith.

For ease of participation of the Members, we have provided hereunder, the key details regarding the 33rd AGM for your reference:

Sl. No.	Particulars	Details
1	Link for live webcast of the Annual General	https://emeetings.kfintech.com
	Meeting and for participation through
	Video Conferencing (VC / OAVM)
2	Link for remote e-voting	https://evoting.kfintech.com
3	Username and password for VC / OAVM	Members may attend the AGM through VC / OAVM by accessing the link
		https://emeetings.kfintech.comby using the remote e-voting credentials.
		Please refer the instructions contained in the Notice of the AGM for further
		information.
4	Helpline number for VC / OAVM	Contact KFin Technologies Limited at 1800 309 4001 or write to them at
	participation and e-voting	[e-mail]
5	Cut-off date for e-voting	1st September 2023
6	Time period for remote e-voting	Commences at 9 AM (IST) on 5th September 2023 and ends at 5 PM (IST) on
		7th September 2023
7	Record Date	Friday, 25th August 2023

8 Last date for publishing results of the 11th September 2023 e-voting

9	Registrar and Share Transfer Agent contact	Mr. V. Raghunath
	details	(Unit: NCC Limited)
		KFin Technologies Limited
		E-mail:[e-mail];https://evoting.kfintech.com
		Tel No.: 1800 309 4001 (Toll free)
10	NCC's contact details	E-mail:[e-mail]
		Contact No.: 040 - 23268888 / 23268942

	Yours truly,
	Sd/-
Place: HYDERABAD	M V Srinivasa Murthy
Date: May 26, 2023	Company Secretary & Sr.EVP (Legal)

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NCC LIMITED

(CIN: L72200TG1990PLC011146)

Regd. Office : NCC House, Madhapur, Hyderabad - 500 081 Tel: [phone]

Website : www.ncclimited.com E-mail : [e-mail]

N O T I C E

Notice is hereby given that the 33rd Annual General Meeting of the members of NCC LIMITED will be held on Friday, 8th September 2023 at 3.00 P.M. (IST) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) for transacting the following business:

1. ORDINARY BUSINESS:

1. To receive, consider and adopt:
2. 1. the audited standalone financial statements of the Company for the financial year ended 31st March 2023 together with the reports of the Board of Directors and the Auditors thereon
   2. the audited consolidated financial statements of the Company for the financial year ended 31st March 2023, together with the report of the Auditors thereon.
3. To declare dividend on the Equity Shares for the financial year 2022-23 as recommended by the Board of Directors of the Company.
4. To appoint a Director in place of Sri A S N Raju (DIN 00017416) who retires by rotation and being eligible, offers himself for reappointment.
5. To appoint a Director in place of Sri A G K Raju (DIN 00019100) who retires by rotation and being eligible, offers himself for reappointment.

1. SPECIAL BUSINESS:

1. To ratify the remuneration of the Cost Auditors for the financial year ended 31st March 2023
   To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company hereby ratifies the remuneration of ` 2,00,000/- (Rupees Two Lakh only) plus taxes and reimbursement of out-of-pocket expenses if any on actual basis, payable to M/s. Vajralingam & Co., Cost Accountants (Firm Registration Number:

101059) for audit of the cost records of the Company to the extent applicable under the Companies (Cost Records and Audit) Rules, 2015 for the financial year ended 31st March 2023."

6) To consider and approve the continuation of

Sri Hemant M Nerurkar (DIN: 00265887) as an Independent Director beyond the age of 75 years, upto completion of his present term

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ( SEBI LODR) and any other applicable act(s)/ rule(s)/ regulation(s) and read with the special resolution passed on 6 September 2019, (for the re-appointment of Sri Hemant M Nerurkar as an Independent Director for a period of 5 years with effect from September 25, 2019 ) approval of the members be and is hereby accorded for the continuation of the Directorship of Sri Hemant M Nerurkar (DIN-00265887), who attains 75 years of age on October 20, 2023 as a Non-Executive & Independent Director of the Company for the remaining period of his tenure from October 20, 2023 (being the date of his attaining 75 years) to September 24, 2024

RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration Committee be and are hereby severally authorised to settle any question, difficulty, or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things that may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

BY ORDER OF THE BOARD

For NCC Limited

Sd/-

Place: HyderabadM V Srinivasa Murthy

Date: May 26, 2023 Company Secretary & Sr. EVP (Legal)

Registered Office

NCC House,

Madhapur, Hyderabad - 500 081, Telangana

Email: [e-mail]

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Notice

N O T E S:

1. The Ministry of Corporate Affairs (MCA) vide General Circular No 10/2022 dated 28.12.2022 has permitted companies to conduct Annual General Meeting (AGM) to be held in the year 2023 on or before 30th September 2023, through Video Conferencing (VC) or Other Audio-Visual Means (OAVM), in accordance with the requirements laid down in the General Circular No. 20/2020 dated 5th May 2020. In compliance with the circulars from the MCA and applicable provisions of the Companies Act, 2013 and SEBI Circulars dated 12th May 2020, and 5th January 2023, the 33rd AGM of the Company is being convened and conducted through VC / OAVM. The deemed venue for the 33rd Annual General Meeting of the Company shall be the Registered Office of the Company.
2. The Company has made necessary arrangements for the participation of the Members in the 33rd AGM through the VC / OAVM facility provided by KFin Technologies Limited (KFintech). The instructions for participation by the Members in the AGM are given in the subsequent paragraphs. Members may note that the VC facility provided by KFintech, allows participation of at least 1000 Members on a first-come-first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. can attend the AGM without any restriction on account of first-come-first-served principle.
3. In addition to the above, the proceedings of the 33rd AGM will be cast live for all the shareholders as on the cut-off date i.e. Friday, 1st September 2023. The shareholders can visit https://emeetings.kfintech.com and login through existing user id and password to watch the live proceedings of the 33rd AGM on Friday, 8th September 2023 from IST 3.00 p.m. onwards.
4. As per the provisions under the MCA Circulars, Members attending the 33rd AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
5. The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting and e-voting during the AGM. The process of remote e-voting with necessary instructions are given in the subsequent paragraphs.
6. Members joining the meeting through VC / OAVM, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through

e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC / OAVM but shall not be entitled to cast their vote again.

1. The Company has appointed Sri A Ravishankar, Practising Company Secretary (Membership No. FCS 5335) (PCS No.4318), to act as the Scrutinizer, to scrutinize the remote e-voting and e-voting process in a fair and transparent manner.
2. As the 33rd AGM is being held through VC / OAVM as permitted under the aforesaid MCA and the SEBI Circulars, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the 33rd 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 /e-voting . The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to [e-mail] (scrutinizer email) with a copy marked to https://evoting. kfintech.com.
4. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
5. As permitted under the said MCA and SEBI Circulars, the notice of the 33rd AGM along with the Annual Report 2022-23 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2022-23 will also be available on the Company's website at https://ncclimited.com/annual- report.html, 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 KFintech at https://evoting.kfintech. com.
6. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's Registrar and Share Transfer Agent, KFin Technologies Limited, (Unit: NCC Limited) Selenium Tower B, Plot No. 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad-500 032.

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1. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the items of Special Business to be transacted at the 33rd AGM is annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement shall be available for inspection electronically. Members seeking to inspect such documents can send an email to [e-mail].
2. Brief profile of the Directors proposed to be appointed / re- appointed is given towards the end of this Notice pursuant to Regulation 36(3) of the SEBI (LODR) Regulations 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India. The Company has received the requisite consents/ declarations for the appointment/ re-appointment of the Directors mentioned in the Notice of the AGM as stipulated under the Companies Act, 2013 and the rules made thereunder.
3. In terms of the provisions of Section 152 of the Act, Sri ASN Raju (DIN 00017416) and Sri AGK Raju (DIN 00019100), Wholetime Directors of the Company, retire by rotation at the Meeting and being eligible they have indicated their willingness for the proposed reappointment. The Board of Directors of the Company recommends their respective re-appointments for the approval of the Members.
4. Members who hold shares in dematerialized form and want to register / update the bank account details should send the same immediately to their concerned Depository Participant. The Company will not entertain any direct request from such Members for change of address, transposition of names, deletion of name of deceased joint holder and change in the bank account details. While making payment of Dividend, the Registrar and Share Transfer Agent is obliged to use only the data provided by the Depositories, in case of such dematerialized shares.
5. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease in portfolio management, Members can contact the Company or KFintech., for assistance in this regard.
6. Members holding shares in physical mode are also requested to register / update their e-mail address with the Company / KFintech for receiving all communications from the Company electronically.
7. Members who are holding shares in physical form are advised to submit particulars of their bank account, viz. name and address of the branch of the bank, MICR code of the branch, type of account and account number to the Registrar and Share Transfer Agent, KFin Technologies

Limited (Unit: NCC Limited), Selenium Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Gachibowli, Hyderabad - 500 032.

1. Members who are holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or its Registrar and Share Transfer Agent the details of such folios together with the share certificates for consolidating their holding in one folio. The share certificates will be returned to the Members after making requisite changes, thereon.
2. In accordance with the proviso to Regulation 40(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from 1st April 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depository.
3. The equity dividend of ` 2.20 per Equity Share (110%) for the year ended 31st March 2023 as recommended by the Board, if approved at the ensuing Annual General Meeting, will be payable to those members whose names appear on the Company's Register of Members and in respect of shares held in electronic form the dividend will be payable on the basis of beneficial ownership as per the details furnished by the Depositories on the Record Date i.e. Friday, 25th
   August 2023.
4. Pursuant to the Finance Act 2020, dividend income is taxable in the hands of the Members w.e.f. 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to Members at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/ KFintech (in case of shares held in physical mode) and the Depositories (in case of shares held in demat mode). A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No.15G/15H, to avail the benefit of non-deductionof tax at source by email toeinward. [e-mail] 5 p.m. IST on 25th August 2023. Members are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.
5. Members who wish to claim the Dividends, which have remained unclaimed, are requested to either correspond with the Secretarial Department at the Company's Registered Office or the Company's Registrar and Share Transfer Agent (KFintech) for remittance of the Unclaimed Dividend before the due dates. The details of such unclaimed dividends are available on the Company's website at

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Notice

www.ncclimited.comMembers are requested to note that the dividend remaining unclaimed for a continuous period of seven years from the date of transfer to the Company's Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund (IEPF). In addition, all shares in respect of which dividend has not been claimed for seven consecutive years or more shall be transferred by the Company to demat account of the IEPF Authority within a period of thirty days of such shares becoming due for transfer to the IEPF.

25. In the event of transfer of shares and the unclaimed dividends to IEPF, Members are entitled to claim the same from the IEPF Authority by submitting an online application in the prescribed Form IEPF-5 available on the website http://www.iepf.gov.inand sending a physical copy of the same duly signed to the Registered Office of the Company along with the requisite documents enumerated in Form IEPF-5. Members can file only one consolidated claim in a financial year as per the IEPF Rules.

1. Pursuant to the Rule 5(8) of the Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded details of the unclaimed amounts lying with the Company as on 31st March 2023 on its website at https://www.ncclimited.com/shares-due-for-transfer-to-IEPF.htmland also on the website of the Ministry of Corporate Affairs.
2. Members holding shares in physical form are requested to promptly notify in writing their bank account details/ any change therein or change in their address, nomination, e-mail address, mobile number, etc. in Form ISR-1 along with requisite documents as mandated by SEBI to KFintech. These details will be updated provided other relevant KYC details are registered for the folio. Members holding shares in electronic form are requested to notify the change in above particulars directly to their DP.
3. As the 33rd AGM is being held through VC / OAVM, the route map is not annexed to this Notice.

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