HEC Infra Projects : Annual General Meeting

HEC Infra Projects LTD

Annual Report 2021-2022

NOTICE TO MEMBERS

No ce is hereby given that the 17th Annual General Mee ng of the Members of HEC Infra Projects Limited will be held on Thursday, September 29, 2022 at 11:00 a.m. (IST) at the registered office of the Company Sigma-1 Corporates, Corporate House No. 6, Nr. Maan Party Plot Cross Road, Sindhu Bhavan Road, Bodakdev, Ahmedabad- 380054 to transact the following business:

ORDINARY BUSINESS:

ITEM NO. 1 ADOPTION OF FINANCIAL STATEMENTS:

To consider and if thought fit, to Pass, with or without modifica on(s), the following resolu- on as an Ordinary Resolu on:

To receive, consider and adopt the Audited Financial Statement for the financial year ended on March 31, 2022, together with the Reports of the Board of Directors and the Auditors thereon.

"RESOLVED THAT the Board's Report with Annexure, the Statement of Profit and Loss and the Cash Flow Statement for the Financial Year ended March 31, 2022 and the Financial Statement as at that date together with the Independent Auditors' Report thereon be and are hereby considered, approved and adopted."

ITEM NO. 2 TO APPOINT MRS. RUPAL GAURANG SHAH (DIN: 01756092) AS A DIRECTOR OF THE COMPANY LIABLE TO RETIRE BY ROTATION:

To consider and if thought fit, to Pass, with or without modifica on(s), the following resolu- on as an Ordinary Resolu on:

"RESOLVED THAT pursuant to Sec on 152 of the Companies Act 2013 and other applicable provisions, MRS. RUPAL GAURANG SHAH (DIN: 01756092) who re res by rota on and being eligible, offers herself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to re re by rota on."

ITEM NO. 3 TO APPOINT MR. RAHUL SHAH (DIN: 06862697) AS A DIRECTOR OF THE COM-

PANY LIABLE TO RETIRE BY ROTATION:

To consider and if thought fit, to Pass, with or without modifica on(s), the following resolu- on as an Ordinary Resolu on:

"RESOLVED THAT pursuant to Sec on 152 of the Companies Act 2013 and other applicable provisions, MR. RAHUL SHAH (DIN: 06862697) who re res by rota on and being eligible, offers herself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to re re by rota on."

SPECIAL BUSINESS:

ITEM NO.4 APPROVAL OF LOANS, INVESTMENTS, GUARANTEE OR SECURITY UNDER SECTION 185 OF THE COMPANIES ACT,2013

To consider and if thought fit, to pass the following resolu on, with or without modifica- ons as a "Special resolu on":

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Annual Report 2021-2022

""RESOLVED THAT, pursuant to the provision of Sec on 185 of the Companies Act, 2013 and of the rules made thereunder, consent of the members of the Company be and is hereby accorded to the grant of loans, investments or giving of security or guarantee for the loans availed or to be availed by the following body corporates one in which one or more Director(s) of the Company are interested, either directly or indirectly

a. Highvolt Power & Control Systems Private Limited b. Swa Switchgears(India) Private Limited

"RESOLVED FURTHER THAT, the maximum amount of loans and / or investments shall not exceed Rs. 50.00 Crores at any me"

"RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby authorized to do all such acts, things and deeds that may be necessary in the ma er."

ITEM NO.5 APPROVAL OF MEMBERS FOR MAKING INVESTMENTS/EXTENDING LOANS AND GIVING GUARANTEES OR PROVIDING SECURITIES IN CONNECTION WITH LOANS TO PERSONS/BODY CORPORATES UNDER SECTION 186 OF THE COMPANIES ACT,2013

To consider and if thought fit, to pass the following resolu on, with or without modifica- ons as a "Special resolu on":

"RESOLVED THAT, pursuant to Sec on 186 of the Companies Act,2013("the Act") read with the Companies Mee ngs of Board and its powers)Rules,2014 and other applicable provi- sions, if any, of the Act( including any modifica on or re-enactment thereof for the me being in force) and subject to such approvals, consents, sanc ons and permissions as may be necessary, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereina er referred to as "the Board") which term shall be deemed to include, unless the context otherwise requires, any commi ee of the Board or any officer(s) authorized by the Board to exercise the powers conferred on the Board under this resolu on, to(I) give any loan to any person or other body corporate,(ii) give any guarantee or provide any security in connec on with a loan to anybody corporate or a person,(iii)acquire by way of subscrip on ,purchase or otherwise, the securi es of anybody corporate, as they may in their absolute discre on deem beneficial and in interest of the Company, subject however that the aggregate of the loans and investments so far made in and the amount for which guarantees or securi es have so far been provided to all persons or body corporates along with the addi onal investments, loans, guarantees, securi es proposed to be made or given or provided by the Company, from me to me, in future, shall not exceed a sum of Rs.50 Crore(Rupees Fi y Crores only) over and above limit prescribed under Sec on 186 of the Companies Act,2013.

"RESOLVED FURTHER THAT, the Board of Directors be and is hereby authorized to take all such steps as necessary, proper and expedient to give effect to this Resolu on."

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ITEM NO.6 APPROVAL OF RELATED PARTY TRANSACTIONS:

To consider and if thought fit, to pass the following resolu on, with or without modifica- ons as a "Ordinary resolu on":

"RESOLVED THAT, pursuant to Sec on 188 and other applicable provisions, if any, of the Companies Act,2013("The Act") read with Rule 15 of the Companies(Mee ngs of Board and its powers)Rules,2014,Regula on 23 of the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements)Regula ons,2015("Lis ng Regula ons") (including any amendment(s), statutory modifica on(s) or re-enactment(s) thereof for the

me being in force), the Company's policy on Materiality and dealing with Related Party transac on(s),provisions of Memorandum and Ar cles of Associa on of the Company and recommenda ons of the Audit commi ee and the Board of Directors of the company, the consent of Members of the Company be and is hereby accorded to the Board of Directors (hereina er referred to as "The Board" and shall include duly cons tuted commi ee(s) thereof) for entering into related party transac ons and/or carrying out and/or con nuing with contracts/arrangements/transac ons(whether by way of individual transac on or transac ons taken together or series of transac ons or otherwise) with en es falling within the defini on of "Related party" under Sec on 2(76) of the Act and Regula on 2(1) of the SEBI Lis ng Regula ons ("Related Party transac ons") on such material terms and condi ons as detailed in the explanatory statement to this resolu on and as may be mutually agreed between related par es and the Company,,for Rs.50 crores per annuam for the financial year ,such that the maximum value of the Related party transac ons with such par es, in aggregate, does not exceed value as specified under each category for each fi- nancial year, provided that the said contract(s)/arrangements/transac on(s) shall be carried out in the ordinary course of business of the Company and in respect of the transac-

ons with the related par es under Sec on 2(76) of the Act, are at the arm's length basis."

"RESOLVED FURTHER THAT the Board of Directors of the Company(hereina er referred to as 'Board' which term shall be deemed to include the Audit commi ee of the Company and any duly cons tuted commi ee of the Directors thereof to exercise its powers including powers conferred under this resolu on) be and is hereby authorized to do all such acts, deeds, ma ers and things as it may deem fit at its absolute discre on and to take all such steps as may be required in this connec on including finalizing and execu ng necessary documents, contract(s),scheme(s),arrangement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolu on, for and on behalf of the Company and se ling all such issues, ques ons, difficul es or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the members and that the members shall be deemed to have given their approval thereto expressly by the authority of this res- olu on."

"RESOLVED FURTHER THAT all the ac ons taken by the Board in connec on with any ma er referred to or contemplated in this resolu on, be and are hereby approved, ra fied and confirmed in all the respects."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as

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may be deemed necessary, proper or expedient to give effect to this resolu on."

Date: 02/09/2022

Place: Ahmedabad

Registered Office:Sigma 1 Corporate, Corporate House No. 6, Sindhu Bhavan Road, Nr. Ma- han Party Plot Cross Road, Bodakdev, Ahmeda- bad- 380054.

Tel: - [phone];

Web: - www.hecprojects.in;

Email: - [e-mail]

By order of the Board of Directors

For, HEC Infra Projects Limited

SD/-

Khushi Bha

(Company Secretary)

M No. : A51011

NOTES:

1. A member en tled to a end and vote is en tled to appoint a proxy to a end and vote instead of himself/herself and the proxy need not be a member. The instrument appoin ng the proxy, in order to be effec ve, must be deposited at the Company's registered office, duly completed and signed, not less than forty-eight hours (48) hours before the mee ng. Proxies submi ed on behalf of limited companies, socie es etc. must be supported by ap- propriate resolu ons/authority, as applicable. A person can act as a proxy on behalf of Members not exceeding fi y (50) and holding in the aggregate not more than 10% of the total Share capital of the Company. In case a proxy is proposed to be appointed by a mem- ber holding more than 10% of the total share capital of the Company carrying vo ng rights, then such proxy shall not act as a proxy for any other person or shareholder.
2. Corporate members intending to send their authorized representa ves to a end the An- nual General mee ng (AGM) pursuant to Sec on 113 of the Companies Act,2013 are re- quested to send a duly cer fied copy of the Board resolu on together with their specimen signatures authorizing their representa ve(s) to a end and vote on behalf at the AGM.
3. The Register of members and Share Transfer Books of the Company will remain close from Friday, September 23,2022 to Thursday, September 29,2022(both days inclu-

sive).During the period beginning 24 hours before the me fixed for the commencement of mee ng and ending with conclusion of the mee ng, a member would be en tled to inspect the proxies lodged with the Company, at any me during the business hours of the Company, provided that not less than three(3) days of no ce in wri ng is given to the com- pany.

4. The Explanatory Statement pursuant to Sec on 102(1) of the Act, with respect to the Or- dinary/ Special Business to be transacted at the mee ng set out in the No ce is annexed hereto. Further, the Explanatory Statement rela ng to Special Business in Item No. 4 to 6 be transacted at the AGM is also annexed hereto. The relevant details as required under Regula ons 36(3) of SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula-

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