International Constructions : Postal Ballot

INTERNATIONAL CONSTRUCTIONS LIMITED

CIN: L45309KA1983PLC038816

Date: 13th August 2022

To

The Manager,

National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G,

Bandra Kurla Complex,

Bandra East, Mumbai - 400051

Symbol: SUBCAPCITY

Sub: Postal Ballot Notice, inter-alia, to approve Voluntary Delisting.

Ref: Outcome of Board Meeting dated 10th August, 2022.

Dear Sir/Madam,

This is with reference to the captioned subject and in reference to the meeting of the Board of Directors ("Board") of the Company held on 10th August, 2022, wherein the Board approved the Delisting Proposal, in accordance with Regulation 10 of the Delisting Regulations, subject to further approval by shareholders.

In this regard, please find enclosed the copy of Postal Ballot Notice, inter-alia considering the following special business for approval of members of the Company:

• Item No. 1: Approval for voluntary delisting of the equity shares of the company from the National Stock Exchange of India Limited ("NSE")

The Schedule of Postal Ballot and E-voting is as follows:

Commencement of Postal Ballot/ E-voting	16th August, 2022 from 09: 00 Hours (IST).
End of Postal Ballot/ E-voting	14th September, 2022 up to 17:00 Hours (IST).
Result Declaration	On or before 16th September, 2022
Kindly take the above on record.
Thanking You
Yours Faithfully
For International Constructions Limited

___________________________

Nitesh Kumar Jain

(Company Secretary)

ACS: 54402

Encl: A/a

Regd. Office: Golden Enclave, Corporate Block, Tower B1, 5th Floor, HAL Old Airport Road, Bengaluru -560 017

Tel: [phone], Fax: [phone] Email ID: [e-mail],

Web: www.inltd.co.in

INTERNATIONAL CONSTRUCTIONS LIMITED

Registered Office: Golden Enclave, Corporate Block, Tower B1, 5th Floor, HAL Old Airport Road, Bengaluru - 560 017 Phone: [phone],Tele-fax:[phone];E-mail: [e-mail]; Website: www.inltd.co.in (CIN: L45309KA1983PLC038816)

POSTAL BALLOT NOTICE

NOTICE PURSUANT TO SECTIONS 108 AND 110 OF THE COMPANIES ACT, 2013

AND RULES 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014, AS AMENDED, READ WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (DELISTING OF EQUITY SHARES) REGULATIONS, 2021 AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED.

Dear Member(s)

Notice is hereby given pursuant to Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 ("Companies Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Management Rules") read with the General

Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September

28, 2020, General Circular No. 39/2020 dated December 31, 2020, and 3/2022 dated May 05, 2022 (collectively referred to as the "MCA Circulars") and Circular Nos. SEBI/HO/CFD/

CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated

January 15, 2021 issued by the Securities and Exchange Board of India ('SEBI Circulars') and

other circulars and relevant amendments as may be applicable and amended thereto, from time to

time and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other applicable laws,

including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time

being in force and as may be enacted hereinafter, to the members of International Constructions Limited ("Company"), to consider and if thought fit to pass the resolution set out herein below as a special resolution through postal ballot by remote e-voting process ("e-voting") in

accordance with Regulation 11 of the SEBI (Delisting Regulations), 2021 and other applicable laws.

The proposed resolution along with the explanatory statement, pursuant to Section 102 of the Companies Act and other applicable laws, pertaining to the said resolution setting out the material facts and the reasons thereof, is also appended. Only members of the Company as on 8th August, 2022 (i.e., the cut-off date) are entitled to vote, and any other person who is not a member of the Company shall treat this Notice for information purposes only.

As permitted under the MCA Circular, the Company is sending the Notice in electronic form to all shareholders whose email-ids are registered with the company or registrar or their respective depositories, Hard copies of the postal ballot notice, explanatory statement and postal Ballot Form will be dispatched to shareholders whose email ids are not available with the company / Registrar / Depositories or upon receipt of specific request by a shareholder. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act read with the rules framed there under and the

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INTERNATIONAL CONSTRUCTIONS LIMITED

Registered Office: Golden Enclave, Corporate Block, Tower B1, 5th Floor, HAL Old Airport Road, Bengaluru - 560 017 Phone: [phone],Tele-fax:[phone];E-mail: [e-mail]; Website: www.inltd.co.in (CIN: L45309KA1983PLC038816)

MCA Circular, the Company has extended the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice. The members can vote on resolution through the remote e-voting facility. Assent or dissent of the members on the resolution mentioned in the Notice would be taken through the remote e-voting system as per the MCA Circular.

Pursuant to the provisions of Section 110 of the Companies Act, 2013 (Act) read with Rule 22 of the (Management and Administration) Rules, 2014 (including any modification(s) and re- enactment(s) thereof for the time being in force). The board of directors of the Company

("Board") appointed Mr. Rahul Aggarwal, Practising Company Secretaries, Bangalore bearing

Membership Number ACS: 42939 and Certificate of Practice Number No. 19315 as the scrutinizer for conducting the postal ballot / e-voting process in a fair and transparent manner. The voting will commence on, 16th August, 2022 at 9:00 a.m. (IST) and will end on 14th September, 2022 at 5:00 p.m. (IST).

SPECIAL BUSINESS:

ITEM NO. 1: APPROVAL FOR VOLUNTARY DELISTING OF THE EQUITY

SHARES OF THE COMPANY FROM THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE")

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

"RESOLVED THAT pursuant to (i) the initial public announcement dated 28th July, 2022 issued in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2021 ("SEBI

Delisting Regulations") by Mrs. Priti Devi Sethi ("Acquirer") along with Anil Kumar Sethi HUF ("PAC 1"), Deepak Sethi ("PAC 2") and Zoom Industrial Services Limited ("PAC 3"),

person acting in concert with the Acquirer who are forming a part of the promoter and promoter

group of the company, as defined under the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 (collectively referred to as the "PACs"), inter alia to (a) acquire all fully paid up equity shares of the Company, having a face value of Rs.10/- each, ("Equity Shares") that

are held by public shareholders of the Company (as defined under the Delisting Regulations and to be referred to as "Public Shareholders"), either individually/collectively or together

with other members of the Promoter Group, as the case may be; and (b) consequently voluntarily delist the Equity Shares from NSE, where the Company is presently listed ("Stock Exchange(s)"), by making a delisting offer in accordance with the Delisting Regulations

("Delisting Proposal"), (ii) the approval of the board of Directors of the Company ("Board")

granted in its meeting held on 10th August, 2022; and in accordance with the provisions of the Companies Act, 2013 ("Companies Act") and the rules framed there under, the Delisting

Regulations, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Securities Contract (Regulation) Act, 1956 (including the rules issued there under), the listing agreement entered with the Stock Exchanges, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as may be enacted hereinafter, and all other applicable laws, rules, regulations and guidelines, if any, and subject to such approvals,

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INTERNATIONAL CONSTRUCTIONS LIMITED

Registered Office: Golden Enclave, Corporate Block, Tower B1, 5th Floor, HAL Old Airport Road, Bengaluru - 560 017 Phone: [phone],Tele-fax:[phone];E-mail: [e-mail]; Website: www.inltd.co.in (CIN: L45309KA1983PLC038816)

permissions and consents, as may be required and necessary for the Company, the Acquirers and PACs, as the case may be, under applicable laws and subject to the terms of such approvals, permissions and consents, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by any authority or third party, while granting such approvals, permissions and consent, the approval of the members of the Company be and is hereby accorded to voluntarily delist the Equity Shares from NSE, pursuant to the proposed acquisition by the Acquirers, either individually/collectively or together with PACs, as detailed in the initial public announcement dated 28th July, 2022, of Equity Shares that are held by the Public Shareholders in accordance with the terms of the Delisting Regulations and other applicable provisions of applicable laws, and the Company shall accordingly take all necessary actions and make all the necessary disclosures and filings to facilitate the proposed voluntary delisting of the Equity Shares.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the directors of the Company, and/or Company Secretary, be and are hereby severally authorized on behalf of the Company to do, either by themselves or through delegation to any person, as they may in their absolute discretion deem fit, all such acts, deeds, matters, and things as they may at their discretion deem necessary or expedient for such purpose, and seek relevant third party consents, as may be required, and make all necessary filings/ applications including but not limited to filing/ applications to any statutory/ regulatory/government authority including to the concerned stock exchange, for seeking their approval for the aforesaid Delisting Proposal in accordance with the provisions of Delisting Regulations, if required, and to execute all such deeds, documents or writings as are necessary or expedient, to settle any questions, difficulties or doubts that may arise in this behalf or delegate the aforesaid authority to any person or to engage any advisor, lawyers, consultant, agent or intermediary, as they may in their absolute discretion deem fit.

RESOLVED FURTHER THAT all actions taken or required to be taken by the Board/ Committee thereof, in connection with any matter referred to above or contemplated in the foregoing resolutions are hereby approved, ratified, as the case may be, and confirmed in all respects.

	By Order of the Board of Directors
	For International Constructions Limited
	Sd/-
Date: 10.08.2022	Nitesh Kumar Jain
Place: Bangalore	Company Secretary & Compliance Officer

Registered Office:

Golden Enclave, Corporate Block,

Tower B1, 5th Floor, HAL Old Airport Road, Bengaluru - 560 017

(Tele-[phone];E-mail: [e-mail]; Website: www.inltd.co.in)

(CIN: L45309KA1983PLC038816)

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INTERNATIONAL CONSTRUCTIONS LIMITED

Registered Office: Golden Enclave, Corporate Block, Tower B1, 5th Floor, HAL Old Airport Road, Bengaluru - 560 017 Phone: [phone],Tele-fax:[phone];E-mail: [e-mail]; Website: www.inltd.co.in (CIN: L45309KA1983PLC038816)

NOTES AND INSTRUCTIONS:

1. The explanatory statement pursuant to Section 102 of the Companies Act read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, if any, setting out material facts and reasons in relation to the proposed special business is annexed hereto.
2. The Notice is being sent to all the members, whose names appear in the register of
   members/ list of beneficial owners as received from National Securities Depository
   Limited ("NSDL")/ Central Depository Services (India) Limited ("CDSL") as on 08th August, 2022 ("Cut-off Date"), which will be considered for the purposes of e- voting.
   A person who is not a member of the Company as on the aforesaid date should treat this Notice for information purposes only.
3. As permitted under the applicable MCA Circulars, the Company is sending the Notice
   electronically to all the members whose e-mail addresses are registered with the
   Company or with the depositories/depository participants or with the Company's Registrar and Share Transfer Agent i.e., Niche Technologies Private Limited ("RTA").
   The Company/ RTA can send the hard copies of the postal ballot notice, explanatory statement and Postal Ballot Form along with pre-paid postal envelope. Accordingly, the communication on Assent or Dissent of the Members will take place through remote e-voting system and physical mode to shareholders whose email-ids are not available with the company / RTA / Depository System or upon receipt of specific request by a respective shareholder(s).
4. In accordance with the applicable MCA Circulars, to facilitate such shareholders to receive this Notice electronically and cast their vote electronically, the Company has made special arrangement with its RTA for registration of email addresses in terms of the General Circular No. 17/2020 issued by the Ministry of Corporate Affairs dated April 13, 2020. The process for registration of email addresses is as under:
5. 1. Pursuant to the aforesaid Circular issued by Ministry of Corporate Affairs, for remote e-voting for this Postal Ballot, shareholders who have not yet registered their email address and in consequence, the e-voting notice cannot be serviced, may temporarily get their email address registered with the RTA by sending an email on [e-mail] following details:
      Name registered as per records of the Company;
   2. • DP ID- Client ID / Folio No.;
      • Email ID to be registered for receiving the Postal Ballot Notice.
   3. Post successful registration of the email, the shareholder will get soft copy of the notice and the procedure for e-votingalong with the User ID and Password to enable e-votingfor this Postal Ballot.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),

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