Annexure - 1

CIN : L14106UP1995PLC019017

Registered Office: Sector 128, Noida - 201 304, Uttar Pradesh, India

Telephone: +91 (120) 2470800

Corporate Office: 'JA House', 63, Basant Lok, Vasant Vihar, New Delhi - 110 057

Telephone: +91 (11) 49828500 Fax: +91 (11) 26145389

Website: www.jalindia.com; E-mail: jal.investor@jalindia.co.in

NOTICE OF 24th ANNUAL GENERAL MEETING

NOTICE is hereby given that the 24th Annual General

if any, of the Companies Act, 2013, the Companies

Meeting of the Members of Jaiprakash Associates Limited

(Audit and Auditors) Rules, 2014 and Companies (Cost

will be held on Thursday, the 30th September, 2021 at 12.00

Records and Audit) Rules, 2014 (including any statutory

Noon by way of Video Conferencing (VC)/Other Audio

modification(s) or re-enactment thereof, for the time

Visual Means ("OAVM") to transact the following businesses:

being in force), the remuneration of Rs. 4,55,000/-

Ordinary Business

(Rupees Four Lakh & Fifty Five Thousand only) plus

applicable taxes and reimbursement of out of pocket

1.

ADOPTION OF AUDITED FINANCIAL STATEMENTS

expenses payable to M/s J.K. Kabra & Co., Cost

To receive, consider and adopt the Audited Standalone

Accountants, (Firm's Registration Number 000009)

and Consolidated Financial Statements of the Company

appointed by the Board of Directors of the Company as

for the Financial Year ended 31st March, 2021 together

Cost Auditors, to conduct the audit of the cost records of

with the Report of Auditors and the Directors thereon.

the Company, as detailed in the annexed Statement, for

2.

APPOINTMENT OF DIRECTOR

the Financial Year 2021-22, be and is hereby approved

and ratified."

To appoint a Director in place of Shri Jaiprakash Gaur

"RESOLVED FURTHER THAT the Board of Directors

(DIN-00008085)

who

retires

by rotation and,

being

of the Company or any Committee thereof be and is

eligible, offers himself for re-appointment.

hereby authorized to do all acts and take all such steps

To consider and, if thought fit, to pass, the following

as may be necessary, proper or expedient to give effect

Resolution as a Special Resolution:

to this Resolution."

"RESOLVED

THAT

Shri

Jaiprakash

Gaur

(DIN:

4.

APPOINTMENT

OF

M/S.

DASS

GUPTA

&

00008085), who

retire by rotation,

be and is

hereby

ASSOCIATES,

CHARTERED

ACCOUNTANTS

AS

re-appointed

as

the

Director

of

the

Company

whose

STATUTORY AUDITORS OF THE COMPANY

term of office shall

be determined

by

retirement of

To consider and, if thought fit, to pass, the following

directors by rotation and further considering the fact that

Resolution as an Ordinary Resolution:

Shri Jaiprakash Gaur's age being above 75 years,

pursuant to

the provisions

of Regulation 17 (1A)

"RESOLVED THAT pursuant to the provisions of

of Securities and Exchange Board of India (Listing

Section 139 &

142 and other applicable provisions,

Obligations and Disclosure Requirements) Regulations,

if any, of the Companies Act, 2013 read with rules

2015, approval of the shareholders be and is hereby

framed thereunder SEBI (Listing Obligations and

provided for Shri Jaiprakash Gaur (DIN: 00008085) to

Disclosures Requirements) Regulations, 2015 as

continue as Director upon appointment, until the expiry

amended from time to time including any statutory

of his term of office as Director of the Company as per

modification or amendment thereto or re-enactment

provisions of Section 152(6) of the Companies Act, 2013."

thereof for the time being in force M/s Dass Gupta

Special Business

& Associates, Chartered Accountants, New Delhi,

Firm Registration No. 000112N with the Institute of

3.

RATIFICATION

OF

REMUNERATION

PAYABLE TO

Chartered Accountants of India (ICAI) having a Peer

COST AUDITORS FOR THE FINANCIAL YEAR 2021-22

review Certificate issued by the Peer Review Board of

To consider and, if thought fit, to pass, the following

ICAI, be and are hereby appointed as Statutory Auditors

Resolution as an Ordinary Resolution:

of the Company

for four consecutive Financial Year ie.

"RESOLVED

THAT

pursuant

to the

provisions of

for 2021-22,2022-23,2023-24 & 2024-25 to hold office

from the conclusion of this meeting till the conclusion

Section 148(3)

and

all other

applicable provisions,

of 28th Annual

General

Meeting to be

held in

the

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calendar year 2025, at a remuneration of Rs.80.00 lacs (including Audit Fee Rs. 70 Lacs, Certification Fee Rs. 3 Lacs, Tax Audit Fee Rs. 7 Lacs) (excluding GST) plus reimbursement of out of pocket expenses."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to finalize their terms of engagement according to the scope of their services as Statutory Auditors and other permissible assignments, if any, in line with prevailing rules and regulations made in this regard including their terms of appointment as per the provisions of Clause 6(A) and 6(B) of SEBI Circular No. CIR/CFD/ CMD1/114/2019 dated 18th October, 2019."

"RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution."

By Order of the Board

For JAIPRAKASH ASSOCIATES LIMITED

M.M. SIBBAL

Place: New Delhi

Jt. President & Company Secretary

Date: 21.06. 2021

FCS: 3538

NOTES

  1. AGM through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM"):
    Considering the present Covid-19pandemic, the Ministry of Corporate Affairs ("MCA") has vide its General Circular No. 02/2021 dated January 13, 2021 in continuation to its earlier General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 5, 2020 (collectively referred to as "MCA Circulars") permitted convening and holding the Annual General Meeting ("AGM"/ "Meeting") through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM"), without the physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 ('the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the AGM of the Company is being held through VC/OAVM. The deemed venue for the
    AGM shall be the Registered Office of the Company.
  2. Relevant Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business is annexed hereto. The Board of Directors have considered and decided to include the item No. 3 to 4 given above as Special Business in the forthcoming AGM, as they are unavoidable in nature.
  1. GENERALLY, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD THROUGH VC / OAVM PURSUANT TO THE MCA CIRCULARS, 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 HERETO.
  2. Institutional/ Corporate Members are requested to send a scanned copy (pdf./ JPEG format) of the Board Resolution authorizing its representative to attend and vote at the AGM, pursuant to Section 113 of the Act, at jal.agm2021@ jalindia.co.in with copy to scrutinizer at atyagi53@gmail.com.
  3. Since the AGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed hereto.
  4. DISPATCH OF ANNUAL REPORT THROUGH
    ELECTRONIC MODE:
    In compliance with the aforesaid mentioned MCA Circulars and SEBI Circular No. SEBI/HO//CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Notice of the AGM along with the Annual
    Report 2020-21 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 of AGM and Annual Report 2020-21 will also be available on the Company's website www.jalindia.com, websites of the Stock Exchanges, i.e., BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www. nseindia.com respectively. The Notice of AGM is also available on the website of CDSL at www.evotingindia. com.
  5. For receiving all communication (including Annual Report) from the Company electronically:
    1. Members holding shares in physical mode and who have not registered / updated their email address with the Company are requested to register / update the same by sending a scanned copy of the request letter to the Company with details of folio number share certificate number, complete address, e-mail address & mobile number and attaching a self- attested copy of PAN card, at jal.investor@jalindia. co.in and to info@alankit.com
    2. Members holding shares in dematerialized mode are requested to register/ update their email addresses with the relevant Depository Participant.

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  1. We urge members to support our commitment to environment protection by choosing to receive their communication through e-mail.

In case of any difficulty / queries in registering the e-mail address, members may write to jal.investor@jalindia.co.in

PROCEDURE FOR INSPECTION OF DOCUMENTS:

  1. The register of Directors and Key Managerial Personnel and their Shareholding maintained under section 170 of Act, the register of contracts of arrangement in which the Directors are interested, maintained under section 189 of the Act, the Annual Report and Annual Accounts of the subsidiary companies whose Annual Accounts have been consolidated with that of the Company, are open for inspection at the Registered Office of the Company on all working days, except Sunday and other holidays, between 11.00 A.M. to 1.00 P.M. up to the date of the Annual General Meeting. Members seeking to inspect such documents can send an email to jal.agm2021@jalindia.co.in. with the subject line "Jaiprakash Associates Limited 24th AGM". However the same will be available electronically for inspection by the members during the AGM.[It will be available at the time of AGM only after login and otherwise through request at email id provided].
    PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM:
  2. Members may join the AGM through Laptops, Smart phones, Tablets or iPads for better experience.
    Further, Members will be required to use internet with a good speed to avoid any disturbance during the AGM. Members will need the latest version of Chrome,
    Safari, Internet Explorer 11, MS Edge or Mozilla Firefox. Please note that participants connecting from Mobile Devices or Tablets or through Laptops connecting via mobile hotspot may experience Audio /
    Video loss due to fluctuation in their respective network.
    It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any glitches. Members will be required to grant access to the web-cam to enable two- way video conferencing.
  3. Facility of joining the AGM through VC / OAVM shall open 30 minutes before the time scheduled for the AGM and shall be kept open throughout the AGM. Members will be able to participate in the
    AGM through VC / OAVM on a first-come-first-serve basis. Large Members (i.e. Members holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination, Remuneration and Compensation Committee and Stakeholders Relationship Committee, Auditors, etc. will not be subject to the aforesaid restriction of first-come-first- serve basis.
  1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
  2. Institutional Members are encouraged to participate at the AGM through VC / OAVM and vote there-at.
  3. Any Member may send his/her request to speak at the AGM for which he/she needs to send request to be registered as a speaker. Those Members who have registered themselves as a speaker will only be allowed to speak / express their views / ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time at the AGM. The Company may, if necessary, also take up views/questions itself instead of allowing him to speak at the AGM.
    Members who would like to express their views/ask questions during the AGM have to register themselves as a speaker and may send their request mentioning their name, demat account number/folio number, email id, mobile no. at email id jal.agm2021@jalindia.co.in. in advance on or before 25th September, 2021 by 5.00 p.m.
  4. Members desiring any additional information on the business of the Company or having any query relating to Financial Statements or any other items of business set out in the Notice of the Meeting must write to
    Company's Corporate Office at JA House, 63, Basant
    Lok, Vasant Vihar, New Delhi - 110057 or send email at jal.agm2021@jalindia.co.in so as to reach at least seven days before the date of the Meeting to enable the management to keep the information ready. Please note that the questions will be answered only if members holds the shares as on the cut-offdate and is selected by the management from amongst the members who would send their request to speak at the AGM.
  5. If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia. com or contact Mr. Nitin Kunder (022-23058738 ) or Mr. Rakesh Dalvi (022-23058542/43).
    All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. evoting@cdslindia.com or call on 022-23058542/43.
  6. The Register of Members and Share Transfer Books will remain closed from Friday, the 24th September,
    2021 to Thursday, 30th September, 2021 (both days inclusive) for the purpose of Annual General Meeting.

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Jaiprakash Associates Limited published this content on 08 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 September 2021 06:51:06 UTC.