Ashoka Buildcon : AGM Notice FY 2022-23

Ashoka Buildcon Limited

NOTICE is hereby given that the Thirtieth (30th) Annual General Meeting ("AGM") of the Members of Ashoka Buildcon Limited ("the Company") will be held on Friday, September 29, 2023 at 12.30 p.m. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements for the financial year ended March 31, 2023, together with the reports of the Board of Directors and Auditors thereon and if thought fit, to pass, the following resolution as an Ordinary Resolution:
   "RESOLVED THAT the Audited Standalone Financial Statements of the Company for the Financial Year ended
   March 31, 2023 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted".
2. To consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2023, together with the report of the Auditors thereon and if thought fit, to pass, the following resolution as an Ordinary
   Resolution:
   "RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the Financial Year ended
   March 31, 2023 and the report of the Auditors thereon, as circulated to the Members, be and are hereby received, considered and adopted".
3. To appoint Mr. Ashok Katariya (DIN: 00112240), who retires by rotation as a director and being eligible, offers himself for re-appointment, and in this regard, to consider and if thought fit to pass, the following resolution as an
   Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act 2013 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder including any statutory modification(s) or re-enactment thereof for the time being in force, Mr. Ashok Katariya (DIN: 00112240), who retires by rotation as a Director at this Annual General Meeting, and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company, whose period of office shall be liable to determination by retirement of Directors by rotation".

4. To appoint Mr. Satish Parakh (DIN: 00112324), who retires by rotation as a director and being eligible, offers himself for re-appointment and, in this regard, to consider and if thought fit to pass, the following resolution as an

Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section

152 and other applicable provisions of the Companies Act,

2013 and the rules made thereunder including any statutory modification(s) or re-enactment thereof for the time being in force, Mr. Satish Parakh (DIN: 00112324), who retires by rotation as a Director at this Annual General Meeting, and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company, whose period of office shall be liable to determination by retirement of Directors by rotation."

SPECIAL BUSINESS:

5. Remuneration payable to Mr. Ashish Kataria (DIN: 00580763), Whole-time Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of

Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as "the Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactments thereof for the time being in force) and pursuant to the recommendations of the Nomination and Remuneration Committee and

Audit Committee and approval of the Board of Directors, the relevant provision of the Articles of Association of the

Company, Regulation 23 and other applicable Regulations if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and any other statutory modification(s) or re-enactment thereof, the approval of the Members of the Company be and is hereby accorded to the remuneration payable to Mr. Ashish Kataria

(DIN:00580763), Whole-time Director, (KMP) of the Company, for the financial years 2023-24 till 2026-27, the remaining tenure of his existing appointment, with liberty to the Board of Directors or Nomination & Remuneration Committee, to alter and vary the terms and conditions of the appointment and remuneration payable within the maximum limits as per details given in the Explanatory

Statement and as may be agreed to, by and between the

Board of Directors and Mr. Ashish Kataria.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the currency of tenure of services of Mr. Ashish Kataria as Whole-time Director, the payment of managerial remuneration shall be governed by the limits as specified under Schedule V of the Companies Act, 2013 or under any other applicable provisions of the Companies Act, 2013 as may be amended from time to time or any statutory re-enactment thereof for the time being in force.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all actions and steps expedient or desirable to give effect to this resolution in conformity with the provisions of the Act and also to settle any question, difficulty or doubt that may arise in this regard without requiring to secure any further consent or approval of the shareholders of the Company and to do all such acts, deeds, matters and things, as may be considered necessary, proper or desirable and to settle any questions, difficulties or doubts that may arise in this regard."

1. Ratification of Remuneration Payable to M/s. S. R.
   Bhargave & Co., Cost Auditors of the Company for the financial year ending March 31, 2024
   To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of
   Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with 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 approves the remuneration of Rs.5,40,000/- (Rupees Five Lakh Forty Thousand only) plus applicable taxes and out-of-pocket expenses at actuals, if any, payable to M/s. S. R. Bhargave & Co., Cost Accountants (Firm Registration No.: 000218), who have been appointed by the Board of Directors on the recommendation of Audit Committee, as the Cost
   Auditors of the Company to conduct the Audit of the Cost Records maintained by the Company as prescribed under the Companies (Cost Record and Audit) Rules, 2014 as amended for the Financial Year ending March 31, 2024".
2. AUTHORITY TO THE BOARD OF DIRECTORS TO BORROW
   To consider and if thought fit, to pass the following resolution as a Special Resolution
   "RESOLVED THAT in supersession of all earlier resolutions passed by the Members of the Company and pursuant to the provisions of Section 180(1)(c) and all

other applicable provisions, if any, of the Companies Act, 2013 and Foreign Exchange Management Act, 1999 including the Rules and Regulations framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and memorandum and articles of association of the Company and subject to approval of any other regulatory bodies or authorities or quasi - judicial bodies, if required, the Board of Directors (hereinafter referred to as the 'Board' the term which shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the power conferred by this resolution), be and is hereby authorized to borrow monies by way of loans / non-convertible debentures / Commercial Papers / bonds / deposits or such securities / instruments (whether secured or unsecured, rated or unrated, listed or unlisted) {either through private placement and /or through public offer} from time to time, for the purpose of the business of the Company and to meet the expansion and/ or operational plans and other requirements of the Company from time to time, and to avail the credit facilities and/or any sum or sums of money at its discretion either from the Company's Bank(s) or any other Bank(s), Indian and Foreign Financial Institution(s) and/or any other Lending Institution(s) or Firms, Bodies Corporate, Person(s) from time to time, on such terms and conditions as may be considered appropriate by the Board up to a limit not exceeding in aggregate of Rs.18,000 Crore (Rupees Eighteen Thousand Crore Only), notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business), will exceed the aggregate of the paid up share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose.

RESOLVED FURTHER THAT the Board be and is hereby empowered and authorized to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as they may, in their absolute discretion, think fit.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or to any Director of the Company or any other officer(s) or employee(s) of the Company as it may consider appropriate in this regard.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, filings, matters and things and execute all such deeds, documents,

instruments and writings as may be required, with powers to settle all questions, difficulties, or doubts that may arise in this regard."

8. AUTHORITY TO THE BOARD OF DIRECTORS TO CREATE MORTGAGE, ETC.

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

"RESOLVED in partial modifications to the earlier resolutions passed by the Members on November 04, 2016 & September 15, 2021 respectively and pursuant to the provisions of Section 180(1)(a) and other applicable provisions of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and all other provisions of applicable law, if any, the approval of members be and is hereby accorded to the board of directors of the Company (hereinafter called the "Board", which term shall be deemed to include any committee thereof, which the Board may have constituted or hereinafter constitute to exercise its powers including the power conferred by this resolution) to create a charge and/or mortgage and/or hypothecation over any of its movable and/or immovable properties and other assets of the Company, wherever situated, whether present and future, or to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertaking(s) and to create a charge and/ or mortgage, provide guarantee, security, on such terms and conditions, at such time(s) and in such form and manner, and with such ranking as to priority as the Board in its absolute discretion deems fit, on the whole or substantially the whole of the Company's any one or more of the undertaking(s) of the Company, to or in favour of any bank(s) or other financial institutions, non-banking financial companies, insurance companies, investment institutions, firms, mutual funds, asset management companies, body (ies) corporate or any other person(s) (the "Lenders") or trustees of such Lenders or otherwise, for the financial facilities availed by the Company and its subsidiaries, associate companies SPVs to secure non-convertible debentures by way of private placement or public issue or otherwise rupee term loans/ bonds or other instruments together with interest thereon at the agreed rates, costs, charges, expenses and all other

amounts payable by the Company and its subsidiaries, associate companies ("SPVs") to the Lenders or trustees of the Lenders acting on behalf of and for the benefit of the Lenders under their respective agreements to be entered into by the Company and SPVs in respect of the said borrowings up to an equivalent aggregate value not exceeding Rs.18,000 Crore (Rupees Eighteen Thousand Crore only) at any point of time.

RESOLVED FURTHER THAT the securities to be created by the Company may rank prior/pari passu / subservient with/to the mortgages, lien, hypothecation and/ or charges already created or to be created by the Company as may be agreed to between the concerned Lenders / parties from time to time.

RESOLVED FURTHER THAT the approval of members be and is hereby accorded to the Board for creation of such mortgages, charges, hypothecation and any other securities to or in favour of such Lenders/trustees of the Lenders and the Board be and is hereby authorised to finalize with the Lenders/ trustees of the Lenders all the documents for creating the aforesaid mortgages, charges, hypothecations and/or any other security / guarantee and to accept any modifications to, or to modify, alter or vary, the terms and conditions of the aforesaid documents and to do all such acts, deeds, matters and things as may be necessary or ancillary or expedient or incidental thereto and to sign and execute all such documents as may be necessary for giving effect to the above resolutions".

For and on behalf of the Board of Directors

Ashoka Buildcon Limited

Ashoka Marg, Vadala, Nashik - 422 011

CIN: L45200MH1993PLC071970

Tel.: 0253-6633705; Fax : 0253-2236704

Website: www.ashokabuildcon.com

e-mail:investors@ashokabuildcon.com

Explanatory Statement in respect of the Special Business pursuant to Section 102 of the Companies Act, 2013

Item No. 5:

Mr. Ashish Kataria has been appointed as a Whole-time Director of the Company for the period of 5 years from April 1, 2022, along with remuneration payable on appointment for the period commencing from April 1, 2022 to March 31, 2023. Hence, the approval of the members is sought to approve remuneration payable to him as the revised remuneration for the financial years 2023-24 till 2026-27, the remaining tenure of his existing appointment.

The business Ashoka Buildcon Limited, (the Company) is increasing on Y-O-Y basis whereas business activities of Ashoka Concessions Limited (ACL), subsidiary of the Company, are reducing in view of stake sale agreements with the Investor(s). In view of this the role and requirements of Mr. Ashish Kataria as an Executive Director gets reduced gradually in ACL, and his requirement and responsibilities would increase in proportion to the increased activities of the Company. In addition to domestic projects, he has been also assigned with additional responsibilities of the Company's projects in Maldives, Bangladesh, Guyana & Benin. Accordingly, with the sense of commercial business prudence, the remuneration from both the companies have been proposed to be proportionately paid out in terms of the quantum of work that may be carried out by him for both the companies.

The remuneration payable to Mr. Ashish Kataria form Ashoka Buildcon Limited comprises of the fixed and variable components. For FY 2023-24, there are two variable components of his remuneration i) 0.25% Commission based on profit after tax, which would be calculated as per provisions of Section 198 of the Act, subject to ceiling of Rs.90 lakh; and ii) an additional commission of not exceeding 5% of incremental profit over Rs.425 Crore for FY 2023-24, or Rs.11 lakh whichever is less and further for remaining tenure of his directorship up to March 31, 2027, as may be recommended by Nomination & Remuneration Committee and approved by the Board, on yearly basis, in accordance with provisions of the Companies Act, 2013.

The Company has the Performance Measurement System (PMS) for all the employees including Managerial Persons. Key Result Areas (KRAs) or Goals are finalized in alignment with the Company's Business plan every year and review of the same is taken by PMS Committee comprising of Directors and Senior Employees of the Company. A Mid-term review is also held and the KRAs are reviewed / revised on case to case basis. There is a marking / gradation process in PMS. On the basis of the Marks/ grade obtained, the % increment is finalized.

The proposed remuneration is in line with prevailing trend in the industry for managerial remuneration.

In view of above, the Board is of the opinion that Mr. Ashish Kataria's rich and diverse experience of more than 19 years is a valuable asset to the Company. He represents the next generation of the promoters and would also shoulder more responsibilities at the Company level specifically for expanding business beyond the boundaries of the country, the proposed remuneration is commensurate with increased responsibilities.

The Brief profile of Mr. Ashish Kataria providing the details of the Qualifications, Experience, skills and shareholding of Mr. Ashish Kataria as per requirements of the Companies Act, 2013, the rules made there under and the Secretarial Standard (SS-2) are given in Annexures A & B.

As recommended by the Nomination and Remuneration Committee, the Board at its meeting held on March 24, 2023 and March 25, 2023 respectively, approved the remuneration payable to Mr. Ashish Kataria, subject to the approval of the Members of the Company for the period from April 01, 2023 till March 31, 2027 as per following terms and conditions.

1. Salary: (including allowances): Not exceeding Rs.1,78,00,000/- (Rupees One Crore Seventy Eight Lakh only) for FY2023-24, with an annual increment, not exceeding 20% of the salary as may be approved by Nomination & Remuneration Committee and Board for the remaining tenure of his directorship up to March 31, 2027.
2. Commission of Rs.90 Lakh or 0.25% of the Net Profit of the Company, calculated in accordance with section 198 of the Companies Act, 2013, for FY2023-24, whichever is less and an additional commission not exceeding 5% of incremental profit over Rs.425 Crore for FY 2023- 24, or Rs.11 lakh whichever is less, and further for remaining tenure of his directorship up to March 31, 2027, as may be recommended by Nomination & Remuneration Committee and approved by the Board, on yearly basis, in accordance with provisions of the Companies Act, 2013.
3. Allowances and Perquisites:
   Perquisites shall be evaluated as per Income Tax Rules, wherever applicable or at actual cost. He shall be entitled to the following:
4. 1. Contribution by the Company to Personal Accident insurance, Mediclaim insurance, Keyman Insurance policies and Directors & Officers Liability Policy obtained by the Company;
   2. Company maintained Chauffeur driven car for
      Company's business purposes as per Policy of the
      Company;

1. Telephone, cell phone and such other means of communications like internet facilities at residence for business purpose which would not be considered as perquisites whereas other perquisites in accordance with the Company's HR Policy;
2. Contribution to Provident Fund, National Pension Scheme, Superannuation Fund, wherever applicable, is to be determined in accordance with the prevailing
   Income Tax Rules, 1962 and amount of contribution not to exceed mandatory limits as per respective Acts; however, the Company's contribution to Provident Fund, National Pension Scheme, Superannuation and any other Annuity Fund would not be included in the computation of ceiling on remuneration under the
   Companies Act, 2013, to the extent these either singly or put together are not taxable under the Income-tax Act, 1961;
3. Leaves, Gratuity and Leave encashment will be as per Policy; and
4. He shall be entitled to reimbursement of entertainment expenses, travelling expenses, boarding and lodging and all other incidental expenses incurred in connection with and for the business of Company in India and abroad and will not be deemed/treated as a perquisite.

Minimum Remuneration:

The Company has always achieved adequate Profits to pay the managerial remuneration to all the Executive and Non- Executive Directors within the maximum ceiling specified under Schedule V and other applicable provisions of the Companies Act, 2013. However, in the event of loss or inadequacy of profits in any of the financial years during the currency of tenure of his directorship up to March 31, 2027, the above-mentioned remuneration will be paid to Mr. Ashish Kataria as the Minimum Remuneration for the respective Financial Year(s), subject to necessary disclosures and approval of the Members of the Company as required under the Schedule V and other applicable provisions of the Companies Act, 2013, as may be amended from time to time or any statutory re-enactment thereof for the time being in force and in accordance with the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company.

The scope and quantum of remuneration and perquisites specified herein above may be enhanced, enlarged, widened, altered or varied by the Board of Directors in the light of and in conformity of the Companies Act, 2013 and or/ the rules and regulations made there under and/or such guidelines as may be announced by Central Government from time to time, however, within the limits as are approved by the Shareholders.

The Brief profile of Mr. Ashish Kataria and the details of shareholding as per requirements of the Companies Act, 2013, the rules made there under and the Secretarial Standard (SS-2) are given in Annexures A & B.

None of the Directors / Key Managerial Personnel of the Company and their relatives except Mr. Ashish Kataria, Mr. Ashok Katariya and their relatives is in any way, concerned or interested, financially or otherwise, in the Resolution except to the extent of their shareholding, if any, in the Company.

Further, Mr. Ashish Kataria, Mr. Ashok Katariya, their relatives and the Companies holding shares in the Company viz. Ashoka Premises Private Limited, Ashoka Buildwell and Developers Private Limited and Ashoka Builders (Nasik) Private Limited shall not be entitled to vote on the resolution as set out at Item No. 5 of the Notice.

The Board recommends the resolution as set out at Item No. 5 for approval by the Members as a Special Resolution.

Item No. 6:

In accordance with the provisions of Section 148 of the Companies Act, 2013 ("the Act") and the Companies (Audit and Auditors) Rules, 2014 ("the Rules") the Company is required to appoint a Cost Auditor to audit the cost records of the Company, for products and services, specified under Rules issued in pursuance to the above section.

Based on the recommendation of the Audit Committee, the Board of Directors have approved the appointment of M/s S R Bhargave & Co.(Firm Registration No. 000218) Cost Accountants, Pune, as the Cost Auditors of the Company to conduct audit of cost records maintained by the Company for the Financial Year ending March 31, 2024, at a remuneration not exceeding Rs.5,40,000/- (Rupees Five Lakh Forty Thousand only) plus applicable taxes and reimbursement at actuals of out- of-pocket expenses as may be incurred by the Cost Auditors. The turnover subject to Cost Audit is Rs.3,846 Crore (approx.) in the segments viz. Roads & road related projects and Ready mix Concrete.

Your Company has received consent from M/s S R Bhargave

• Co., Cost Accountants, to act as the Cost Auditors of your Company for the financial year 2023-24 along with certificate confirming their independence and eligibility.

In accordance with the provisions of Section 148 of the Act read with the Rules, the remuneration payable to the Cost Auditors has to be approved / ratified by the Shareholders of the Company. Accordingly, the consent of the shareholders is sought for the purpose.

None of the Directors and Key Managerial Persons and their relatives are concerned or interested in the resolution set out at No. 6.