l&t deccan tollways limited · l&t deccan tollways limited proxy form form no. mgt-11...
TRANSCRIPT
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L&T DECCAN TOLLWAYS LIMITED
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Board of Directors:
Mr. T.S.Venkatesan
Mr. R.G.Ramachandran
Dr. Esther Malini
Dr. Amirthalingam Veeraragavan
Dr. Koshy Varghese
Statutory Auditors M/s. M.K. Dandeker & Co., Chartered Accountants
Registered Office Post Box No.979
Mount Poonamallee Road
Manapakkam
CHENNAI – 600 089
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NOTICE
Notice is hereby given for the FIFTH ANNUAL GENERAL MEETING of
L&T DECCAN TOLLWAYS LIMITED to be held on Wednesday, 28th September 2016 at
11.00 A.M at Mount Poonamallee High Road, Manapakkam, Chennai – 600 089 to discuss the
following business:
ORDINARY BUSINESS:
1. To receive and adopt the audited Financial Statement for the period 1st April 2015 to 31st March
2016 and the report of the Directors and Auditors thereon.
2. To consider and if thought fit, to appoint Mr. T.S.Venkatesan (DIN No: 01443165), as a Director
of the Company, who retires by rotation and, being eligible, offers himself for re-appointment.
3. To appoint the Statutory Auditors of the Company and to fix their Remuneration:
“RESOLVED THAT the appointment of M/s M. K. Dandeker & Co., Chartered Accountants
(Registration no. 000679S) having their registered office at No. 244 (Old N0. 138), II Floor,
Angapppa Naicken Street, Chennai- 600001 as Statutory Auditors of the Company be and is
hereby ratified to hold office from the conclusion of this Annual General Meeting till the
conclusion of the next Annual General Meeting of the Company at a remuneration of Rs.1,44,000/-
for the financial year 2016-2017 excluding out of pocket expenses and taxes as applicable.
SPECIAL BUSINESS:
4. To consider and, if thought fit, to pass, with or without modifications if any, the following
Resolution as Ordinary Resolution:
“RESOLVED THAT Dr. Esther Malini (DIN No: 07124748) who was appointed as an Additional
Director under Section 161 of the Companies Act 2013 holds office until the date of this Annual
General Meeting, and in respect of whom notice has been received for appointment as Director
from a Member under Section 160 of the Companies Act 2013, be and is hereby appointed as
Director liable to retire by rotation”
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L&T DECCAN TOLLWAYS LIMITED
5. To consider and, if thought fit, to pass, with or without modifications if any, the following
Resolution as Ordinary Resolution:
“RESOLVED THAT Mr. R.G. Ramachandran (DIN No: 02671982) who was appointed as an
Additional Director under Section 161 of the Companies Act 2013 holds office until the date of
this Annual General Meeting, and in respect of whom notice has been received for appointment as
Director from a Member under Section 160 of the Companies Act 2013, be and is hereby appointed
as Director liable to retire by rotation”
By the Order of the Board
For L& T DECCAN TOLLWAYS LIMITED
K.C.RAMAN
AUTHORISED SIGNATORY
Date: 7th September 2016
Place: Chennai
Notes:
1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect
of the business under items no.4 and 5 set out above is annexed hereto.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or where that is
allowed, one or more proxies, to attend and vote instead of himself and that a proxy need not be a
member.
3. Pursuant to provisions of Section 105 of the Companies Act, 2013, read with the applicable rules
thereon, a person can act as a proxy on behalf of members not exceeding fifty and holding in the
aggregate not more than ten percent of the total share capital of the Company carrying voting
rights, may appoint a single person as proxy, who shall not act as a proxy for any other member.
4. Proxy form should be submitted to the company atleast 48 hours before the commencement of the
meeting.
5. Corporate members intending to send their authorized representatives to attend the meeting are
requested to send to the Company a certified copy of the Board resolution authorizing their
representative to attend and vote on their behalf at the meeting.
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L&T DECCAN TOLLWAYS LIMITED
6. Details of Directors seeking appointment/re-appointment at the Annual General Meeting of the
Company to be held on September 28, 2016 are provided in Annexure A of this Notice.
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
As required under Section 102 of the Companies Act, 2013 the following explanatory statement sets out material facts relating to the business under item no.4 of the accompanying Notice dated 7th September 2016
Item No.4
To consider and approve appointment of Dr. Esther Malini as director of the company
The Board of Directors appointed Dr. Esther Malini (DIN No: 07124748) as Additional Director
under Section 161 of the Companies Act, 2013 on 14th March 2016. Pursuant to Section 161 of the
Companies Act 2013, he holds office upto the date of this Annual General Meeting.
The Company has received notice from one of its Members namely, L&T Infrastructure
Development Projects Limited for appointing him as Director of the Company with effect from the
date of this Annual General Meeting.
Hence, the Directors recommend the resolution at Item No.4 as an Ordinary Resolution for the
approval of the Shareholders.
Dr. Esther Malini is interested in the business to the extent of his appointment.
None of the other Directors except Dr. Esther Malini or Key Managerial Personnel of the Company
or their relatives thereof are directly or indirectly concerned or interested in this resolution.
Item No.5
To consider and approve appointment of Mr. R.G. Ramachandran as director of the
Company
The Board of Directors appointed Mr. R.G.Ramachandran (DIN No: 02671982) as Additional
Director under Section 161 of the Companies Act, 2013 on 26th April 2016. Pursuant to Section 161
of the Companies Act 2013, he holds office upto the date of this Annual General Meeting.
The Company has received notice from one of its Members namely, L&T Infrastructure
Development Projects Limited for appointing him as Director of the Company with effect from the
date of this Annual General Meeting.
Hence, the Directors recommend the resolution at Item No.5 as an Ordinary Resolution for the
approval of the Shareholders.
Mr. R.G.Ramachandran ran is interested in the business to the extent of his appointment.
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L&T DECCAN TOLLWAYS LIMITED
None of the other Directors except Mr. R.G.Ramachandran or Key Managerial Personnel of the
Company or their relatives thereof are directly or indirectly concerned or interested in this resolution
By the Order of the Board
For L& T DECCAN TOLLWAYS LIMITED
K.C.RAMAN
AUTHORISED SIGNATORY
Date: 7th September 2016
Place: Chennai
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L&T DECCAN TOLLWAYS LIMITED
Annexure A
Details of the directors seeking Appointment/ Re-Appointment in the forthcoming Annual
General Meeting
Name of Director Mr. T.S.Venkatesan Dr. Esther Malini Mr. R.G.
Ramachandran
Date of Birth 26/01/1960 April 28, 1969
May 24, 1964
Nationality Indian Indian Indian
Date of Appointment on
the Board
20/12/2011 14th March 2016 26th April 2016
Qualification B.Com, ICWA B.E(Civil ), M.E (Urban
Engineering , Ph. D in
Management Studies
B. Com ,M. Com, PG
Dip in Marketing, B. Gen
Law, CA, CWA, CS
Experience 35 years Research Experience-5
Years,
Corporate Experience -18
Years
29 years
Directorships in other
companies
1.L&T Chennai Tada Tollway
Limited
2.PNG Tollway Limited
3.L&T Samakhiali Gandhidham
Tollway Limited
4.L&T Krishnagiri Walajahpet
Tollway Limited
5.Devihalli Hassan Tollway
Limited
6.L&T BPP Tollway Limited
7.L & T Western Andhra
Tollways Limited
8.Vadodara Bharuch Tollway
Limited
1. L&T Panipat Elevated
Corridor Limited
2. L&T Krishnagiri
Thopur Toll Road
Limited
3. L&T Krishnagiri
Walajahpet Tollway
Limited
4. L&T Rajkot – Vadinar
Tollway Limited
5. L&T Halol – Shamlaji
Tollway Limited
6. Vadodara Bharuch
Tollway Limited
7. L&T Ahmedabad
Maliya Tollway
Limited
8. L&T Samakhiali
Gandhidham Tollway
Limited
1. International
Seaports(Haldia)
Private Limited
2. L&T Port
Kachchigarh Limited
3. L&T Western India
Tollbridge Limited
4. L&T Transportation
Infrastructure
Limited
5. L&T Interstate Road
Corridor Limited
6. Devihalli Hassan
Tollway Limited
Number of Board
Meetings attended
during the year
4
1 Nil
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L&T DECCAN TOLLWAYS LIMITED
Memberships/
Chairmanships of
committees across all
companies
L & T Western Andhra
Tollways Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
L&T Krishnagiri Walajahpet
Tollway Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
Devihalli Hassan Tollway
Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
L&T BPP Tollway Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
L&T Chennai Tada Tollway
Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
L&T Samakhiali Gandhidham
Tollway Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
3.Corporate Social
Responsibility
Committee.
PNG Tollway Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
L&T Krishnagiri Thopur
Toll Road Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
L&T Panipat Elevated
Corridor Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
Vadodara Bharuch
Tollway Limited
1. Audit Committee
2.Nomination and
Remuneration Committee
L&T Samakhiali
Gandhidham
1.Corporate Social
Responsibilty Committee
L&T Transportation
Infrastructure Limited
1. Audit Committee
2. Nomination and
Remuneration Limited
3.Corporate Social
Responsbility
Shareholding in the
Company
1 share jointly with L&T
Infrastructure Development
Projects Limited
Nil 1 share jointly with L&T
Infrastructure
Development Projects
Limited
Relationship with
Directors
Nil Nil Nil
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ATTENDANCE SLIP
L&T DECCAN TOLLWAYS LIMITED
CIN: U45203TN2011PLC083661
Regd. Office: P.O. Box. 979, Mount Poonamallee Road, Manapakkam, Chennai - 600089.
Fifth Annual General Meeting, Wednesday, 28th September 2016 at11.00 A.M.
Reg. Folio No. ________________
No. of Shares ________________
I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.
I hereby record my presence at the Fifth Annual General Meeting of the Company, held on
Wednesday, 28th September, 2016 at 11:00 A.M. at the registered office of the Company at Mount
Poonamallee Road, Manapakkam, Chennai - 600089.
___________________ ______________________
Name of the member Signature of Member
______________________ ______________________
Name of the Proxy (In block letters) Signature of Proxy
Note: Please fill the Attendance slip and hand it over at the Entrance of the Meeting Hall.
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L&T DECCAN TOLLWAYS LIMITED
PROXY FORM
Form No. MGT-11
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: U45203TN2011PLC083661
Name of the Company: L&T DECCAN TOLLWAYS LIMITED
Regd. Office: P.O. Box. 979, Mount Poonamallee Road, Manapakkam, Chennai - 600089.
Name of the member (s) :
Registered address :
E-mail Id:
Folio No/ Client Id :
DP ID :
I/We, being the member (s) of _______________ shares of the above named company, hereby
appoint:
1. Name:
Address:
E-mail Id:
Signature: failing him
2. Name:
Address:
E-mail Id:
Signature: failing him
3. Name:
Address:
E-mail Id:
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L&T DECCAN TOLLWAYS LIMITED
Signature: failing him
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Fifth Annual
General Meeting of the Company, to be held on Wednesday, 28th September 2016 at 11:00 A.M.
at the Registered office of the Company at Mount Poonamallee Road, Manapakkam, Chennai –
600089 and at any adjournment thereof in respect of such resolutions as are indicated below:
Item No. Resolutions For Against
Ordinary Business
1 Adoption of the audited Financial Statement for the period from 1st
April, 2014 to 31st March 2015 and the Reports of the Directors
and Auditors thereon.
2 Re-Appointment of Mr. T.S.Venkatesan (DIN No 01443165),
Director who retires by rotation.
3 Re-Appointment of Statutory Auditors of the Company and to fix
their Remuneration.
Special Business
4 Appointment of Dr. Esther Malini (DIN No: 07124748) as Director
of the Company.
5
Appointment of Mr. R.G. Ramachandran (DIN No: 02671982) as
Director of the Company.
Signed this____________ day of______________2016
Signature of Shareholder
Signature of Proxy holder(s)
Note: This form of proxy in order to be effective should be duly completed and deposited at
the Registered Office of the Company, not less than 48 hours before the commencement of
the Meeting.
Affix
Revenue
Stamp
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L&T DECCAN TOLLWAYS LIMITED
Route map to the 5th AGM venue of L&T Deccan Tollways Limited
L&T Deccan Tollways
Limited
(Near Miot International
Hospitals)