NCC : AGM Notice 2022

NCC LIMITED

(CIN: L72200TG1990PLC011146)

Regd. Office : NCC House, Madhapur, Hyderabad - 500 081

Tel: [phone], Fax: [phone]

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

Dear Members,

Invitation to attend the 32nd Annual General Meeting on Monday, 22nd August 2022, at 3.00 P.M (IST)

You are cordially invited to attend the 32nd Annual General Meeting of the Company to be held on Monday, 22nd August 2022, at 3.00 P.M IST through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The notice convening the Annual General Meeting is attached herewith.

In order to enable ease of participation of the Members, we are providing below the key details regarding the meeting for your reference:

Sl.	Particulars	Details
No.
1	Link for live webcast of the Annual	https://emeetings.kfintech.com
	General 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 /	Members may attend the AGM through VC / OAVM by accessing the link
	OAVM	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 1-800-309 - 4001 or write to them at
	participation and e-voting	[e-mail]
5	Cut-off date for e-voting	16th August 2022
6	Time period for remote e-voting	Commences at 9 AM (IST) on 19th August 2022 and ends at 5 PM (IST) on
		21st August 2022
7	Record Date	Friday, 12th August 2022
8	Last date for publishing results of the	24th August 2022
	e-voting
9	Registrar and Share Transfer Agent	Mr. V. Raghunath (Unit: NCC Limited)
	contact details	KFin Technologies Limited
		E-mail: [e-mail]; [e-mail]
		Tel No.: 1800 309 4001 (Toll free)
10	NCC's contact details	E-mail: [e-mail]
		Contact No.: 040 - 23268888 / 23268942

	Yours truly,
Place: HYDERABAD	M V Srinivasa Murthy
Date: May 11, 2022	Company Secretary & EVP (Legal)

NCC LIMITED

(CIN: L72200TG1990PLC011146)

Regd. Office : NCC House, Madhapur, Hyderabad - 500 081

Tel: [phone], Fax: [phone]

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

N O T I C E

Notice is hereby given that the 32nd Annual General Meeting of the members of NCC LIMITED will be held on Monday, 22nd August 2022 at 3.00 P.M. (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) for transacting the following business:

A 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 2022 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 2022, together with the report of the Auditors thereon.
3. To declare dividend on the Equity Shares for the financial year 2021-22 as recommended by the Board of Directors of the Company.
4. To appoint a Director in place of Sri J V Ranga Raju (DIN 00020547)) who retires by rotation and being eligible, offers himself for reappointment.
5. To appoint a Director in place of Sri Utpal Sheth (DIN 00081012) who retires by rotation and being eligible, offers himself for reappointment.
6. To re-appoint M/s. S R Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) as the statutory auditors of the Company and to fix their remuneration.
   To consider and if thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution
   "RESOLVED THAT pursuant to Section 139, 142 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) and pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company, M/s. S R Batliboi & Associates LLP, Chartered Accountants, having Firm Registration No. 101049W/E300004 be and are herebyre-appointedastheStatutoryAuditorsoftheCompany for second term of five consecutive years commencing from the conclusion of this 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting to be held in the year 2027 at such remuneration, plus reimbursement of out of pocket expenses as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.
   RESOLVED FURTHER THAT the Board of Directors and/or the Audit Committee be and are hereby authorized 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 as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

1. SPECIAL BUSINESS:

1. To ratify the remuneration of the Cost Auditors for the financial year ended 31st March 2022
   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 Lakhs (Rupees Two lakhs 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 2022."
2. To reappoint Sri A A V Ranga Raju (DIN-00019161) as the Managing Director of the Company and to approve the remuneration payable to him
   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 other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the rules made thereunder (including any statutory modification(s) or re- enactment thereof, for the time being in force), read with Schedule V to the said Act, and the applicable provisions of the SEBI (LODR) Regulations 2015 as amended the consent of the Members of the Company be and is hereby accorded for the re-appointment of Sri A A V Ranga Raju (DIN- 00019161) as the Managing Director of the Company for a further period of 5 (five) years with effect from April 1, 2022, and for continuance in his employment as the Managing Director notwithstanding that Sri A A V Ranga Raju would during such tenure of his reappointment attain the age of 70 years on the terms & conditions of remuneration as set out in the Explanatory Statement annexed to the Notice convening the meeting with liberty to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include the Nomination & Remuneration Committee constituted by the Board) to alter and vary the terms & conditions of the said appointment and / or the

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remuneration, subject to the same not exceeding the limits		the Companies Act, 2013, and the Rules framed there under
specified in Schedule V to the Companies Act, 2013, including		Sri A G K Raju (DIN-00019100) Executive Director, may be paid
any statutory modification or re-enactment thereof for the		the remuneration as set out in the Explanatory Statement
time being in force or as may hereafter be made by the		annexed to the Notice convening the meeting, as minimum
Central Government in that behalf from time to time, or any		remuneration in the event of absence or inadequacy of
amendments thereto.		profits in any financial year during his term of office as Whole
RESOLVED FURTHER THAT pursuant to the provisions of		Time Director, in accordance with the provisions of Schedule
	V to the Companies Act, 2013 and the applicable provisions
Section 197(3) and other applicable provisions, if any, of the
	of the SEBI (LODR) Regulations 2015 as amended.
Companies Act, 2013, and the Rules framed there under and
the applicable provisions of the SEBI (LODR) Regulations, 2015		RESOLVED FURTHER THAT the Board of Directors and the
as amended Sri A A V Ranga Raju (DIN-00019161) Managing		Nomination & Remuneration Committee be and are hereby
Director, may be paid the remuneration as set out in the		severally authorised to settle any question, difficulty, or
Explanatory Statement annexed to the Notice convening the		doubt, that may arise in giving effect to this resolution and
meeting, as minimum remuneration in the event of absence		to do all such acts, deeds and things that may be necessary,
or inadequacy of profits in any financial year during his term		expedient and desirable for the purpose of giving effect to
of office as the Managing Director, in accordance with the		this resolution."
provisions of Schedule V to the Companies Act, 2013 and the	9)	To reappoint Sri J V Ranga Raju (DIN-00020547) as a
applicable provisions of the SEBI (LODR) Regulations 2015 as
	Whole Time Director of the Company and to approve the
amended.
	remuneration payable to him
RESOLVED FURTHER THAT the Board of Directors and the		To consider and if thought fit, to pass the following resolution
Nomination & Remuneration Committee be and are hereby
	as a Special Resolution:
severally authorised to settle any question, difficulty, or
doubt, that may arise in giving effect to this resolution and		"RESOLVED THAT pursuant to the provisions of Sections
to do all such acts, deeds and things that may be necessary,		196, 197, 198 and other applicable provisions, if any, of
expedient and desirable for the purpose of giving effect to		the Companies Act, 2013 (the "Act") and the rules made
this resolution."		thereunder (including any statutory modification(s) or
8) To reappoint Sri A G K Raju (DIN-00019100) as the		re- enactment thereof, for the time being in force), read with
	Schedule V to the said Act and the applicable provisions of
Executive Director of the Company and to approve the
	the SEBI (LODR) Regulations 2015 as amended, the consent
remuneration payable to him
	of the Members of the Company be and is hereby accorded
To consider and if thought fit, to pass the following resolution		for the re-appointment of Sri J V Ranga Raju (DIN-00020547)
as a Special Resolution:		as a Whole Time Director of the Company for a further period
"RESOLVED THAT pursuant to the provisions of Sections		of 5 (five) years with effect from April 1, 2022, on the terms
	& conditions of remuneration as set out in the Explanatory
196, 197, 198 and other applicable provisions, if any, of
	Statement annexed to the Notice convening the meeting
the Companies Act, 2013 (the "Act") and the rules made
	with liberty to the Board of Directors (hereinafter referred
thereunder (including any statutory modification(s) or re-
	to as "the Board" which term shall be deemed to include
enactment thereof, for the time being in force), read with
	the Nomination & Remuneration Committee constituted by
Schedule V to the said Act and the applicable provisions of
	the Board) to alter and vary the terms & conditions of the
the SEBI (LODR) Regulations 2015 as amended, the consent
	said appointment and / or the remuneration, subject to the
of the Members of the Company be and is hereby accorded
	same not exceeding the limits specified in Schedule V to the
for the re-appointment of Sri A G K Raju (DIN-00019100) as
	Companies Act, 2013, including any statutory modification
the Executive Director of the Company for a further period
	or re-enactment thereof for the time being in force or as may
of 5 (five) years with effect from April 1, 2022, on the terms
	hereafter be made by the Central Government in that behalf
& conditions of remuneration as set out in the Explanatory
	from time to time, or any amendments thereto.
Statement annexed to the Notice convening the meeting
with liberty to the Board of Directors (hereinafter referred		RESOLVED FURTHER THAT pursuant to the provisions of
to as "the Board" which term shall be deemed to include		Section 197(3) and other applicable provisions, if any, of the
the Nomination & Remuneration Committee constituted by		Companies Act, 2013, and the Rules framed there under and
the Board) to alter and vary the terms & conditions of the		the applicable provisions of the SEBI (LODR) Regulations
said appointment and / or the remuneration, subject to the		2015 as amended, Sri J V Ranga Raju (DIN-00020547) Whole
same not exceeding the limits specified in Schedule V to the		Time Director, may be paid the remuneration as set out in the
Companies Act, 2013, including any statutory modification		Explanatory Statement annexed to the Notice convening the
or re-enactment thereof for the time being in force or as may		meeting, as minimum remuneration in the event of absence
hereafter be made by the Central Government in that behalf		or inadequacy of profits in any financial year during his term
from time to time, or any amendments thereto.		of office as Whole Time Director, in accordance with the
		provisions of Schedule V to the Companies Act, 2013 and the

		RESOLVED FURTHER THAT pursuant to the provisions of	applicable provisions of the SEBI (LODR) Regulations 2015 as
		Section 197(3) and other applicable provisions, if any, of
		amended.
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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."

1. To approve Related Party Transaction for the proposed increase in the remuneration payable to Dr. P Manoj, Director (Projects)
   To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED that pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder, Regulation 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended till date, ('SEBI Listing Regulations') and the Company's policy on Related Party Transactions, approval of the Members, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as 'Board'), for holding of office or place of profit /employment as Director (Projects) by Dr. P Manoj (Son in Law of Sri AVN Raju, Whole-time Director), a related party within the meaning of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI Listing Regulations for increase of remuneration from the existing `2.50 lakhs per month to `5.97 lakhs per month comprising of basic salary of `2.53 Lakhs in the scale of `2.00 Lakhs to `8.00 Lakhs plus perquisites and allowances as applicable from time to time to other Senior Officials as per the Rules of the Company, with effect from 1st September, 2022.
   RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration Committee of the Company, be and is hereby authorised to review the performance of Dr. P Manoj, from time to time and approve increase in the remuneration payable to him within the scale mentioned above, 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 and to do all such necessary acts, deeds, matters and things as are required to be done in this regard."

	BY ORDER OF THE BOARD
	For NCC Limited
Place: Hyderabad	M V Srinivasa Murthy
Date : May 11, 2022	Company Secretary & EVP (Legal)

Registered Office

NCC House,

Madhapur, Hyderabad - 500 081, Telangana

E.Mail: [e-mail]

N O T E S:

1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has, vide General Circular No. 2/2022 dated 5th May, 2022 has permitted companies to conduct Annual General Meeting (AGM) to be held in the year 2022 through Video Conferencing (VC) or Other Audio-Visual Means (OAVM), subject to compliance of various conditions mentioned 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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 32nd AGM of the Company is being convened and conducted through VC / OAVM. The deemed venue for the 32nd Annual General Meeting of the Company shall be the Registered Office of the Company.
2. The Company has enabled the Members to participate in the 32nd AGM through the VC / OAVM facility provided by KFin Technologies Limited (KFintech), Registrar and Share Transfer Agent. 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 32nd AGM will be cast live for all the shareholders as on the cut-off date i.e. Tuesday, 16th August 2022. The shareholders can visit https://emeetings.kfintech.com and login through existing user id and password to watch the live proceedings of the 32nd AGM on Monday, 22nd August, 2022 from IST 3.00 p.m. onwards.
4. As per the provisions under the MCA Circulars, Members attending the 32nd 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.
7. 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.
8. As the 32nd 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 32nd AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

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1. 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 [e-mail].
2. 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.
3. As permitted under the said MCA and SEBI Circulars, the notice of the 32nd AGM along with the Annual Report 2021-22 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 2021-22 will also be available on the Company's website at https:// www.ncclimited.com/ investors/ annual-reports/, 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.
4. 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.
5. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the items of Special Business to be transacted at the 32nd 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].
6. 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.
7. In terms of the provisions of Section 152 of the Act, Sri J V Ranga Raju (DIN 00020547) Wholetime Director and Sri Utpal Sheth (DIN 00081012) Director 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.
8. 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.

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. The equity dividend of ` 2/- per Equity Share (100%) for the year ended 31st March 2022 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, 12th August 2022.
7. 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-deduction of tax at source by email to [e-mail] by 5 p.m. IST on 12th August 2022. Members are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.
8. 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 www.ncclimited.com Members 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

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