NBCC (India) Limited — Proxy Solicitation & Information Statement 2023

Jan 11, 2023

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DEEPTI
GAMBHI
R
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Digitally signed by DEEPTI GAMBHIR DN: c=IN, o=Personal, 2.5.4.20=e14ab955848f202eb1dd5ba 6d516532c0707d9a161dc91f178e42f 84ea967c5e, postalCode=110015, st=Delhi, serialNumber=901a6a6f3884f74670d 016fdc4ea958bd31702d3ebbe9af408 f85f80042303d9, cn=DEEPTI GAMBHIR Date: 2023.01.11 17:48:47 +05'30'

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Registered Office: NBCC Bhawan, Lodhi Road, New Delhi-110003 Tel: 011-2436734-18, 43591555 (EPABX) Fax: 91-11-24366995 E-mail: co.sectt@nbccindia.com, Website: www.nbccindia.in, CIN - L74899DL1960GOI003335

NOTICE OF POSTAL BALLOT / E-VOTING

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE of Postal Ballot (“ Notice ”) is hereby given to the Members of NBCC (India) Limited ( “the Company” / “ NBCC ”) pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (“Secretarial Standard-2”) (including any statutory amendment(s), modification(s) or re-enactment(s) thereof, for the time being in force), read with General Circular No. 14/2020 dated April 8, 2020, General Circular no. 17/2020 dated April 13, 2020, General Circular no. 3/2022 dated May 5, 2022, General Circular No. 11/2022 dated December 28, 2022 read with other relevant circulars issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as “MCA Circulars”) and/or any other applicable law, rules or regulations for the time being in force, to transact the items of special businesses, as set out in this Postal Ballot Notice and to seek approval of the Members through voting by electronic means (“ remote e-voting ”) only.

SPECIAL BUSINESS:

1. TO APPOINT SHRI RAVI KUMAR ARORA (DIN: 09217881), AS GOVERNMENT NOMINEE DIRECTOR ON THE BOARD OF THE COMPANY:

To consider and if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and Rules made thereunder, and Regulation 17(1C) and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Ravi Kumar Arora (DIN: 09217881), who was nominated as Government Nominee Director by the President of India vide Ministry of Housing and Urban Affairs (MoHUA) Office Order No.: 0-17034/30/2014-PS, dated November 23, 2022 and subsequently appointed as Government Nominee Director by the Board of Directors with effect from November 23, 2022 and until

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further orders, and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the Office of Director under Section 160 of the Act, be and is hereby appointed as Government Nominee Director of the Company, on the terms and conditions as specified by Government of India from time to time and he shall be liable to retire by rotation.”

2. TO APPOINT SHRI SANJEET (DIN: 09833776), AS GOVERNMENT NOMINEE DIRECTOR ON THE BOARD OF THE COMPANY:

To consider and if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and Rules made thereunder, and Regulation 17(1C) and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Sanjeeet (DIN: 09833776), who was nominated as Government Nominee Director by the President of India vide Ministry of Housing and Urban Affairs (MoHUA) Office Order No.: 0-17034/30/2014-PS, dated December 23, 2022 and subsequently appointed as Government Nominee Director by the Board of Directors with effect from December 23, 2022 and until further orders, and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the Office of Director under Section 160 of the Act, be and is hereby appointed as Government Nominee Director of the Company, on the terms and conditions as specified by Government of India from time to time and he shall be liable to retire by rotation.”

By order of the Board of Directors For NBCC (India) Limited

Sd/- Deepti Gambhir Company Secretary F-4984

Place: New Delhi Date : January 2, 2023

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, SEBI LODR Regulations and Secretarial Standards, setting out all material facts and reasons in respect of the items of Special Business set out in Item Nos. 1 and 2 of this Postal Ballot Notice, is annexed hereto.

2. The Ministry of Corporate Affairs, Government of India (MCA), vide its General Circular no. 14/2020 dated April 8, 2020, General Circular no. 17/2020 dated April 13, 2020, General Circular no. 3/2022 dated May 5, 2022, General Circular no. 11/2022 dated December 28, 2022 and other relevant circulars (collectively referred to as “MCA Circulars”), has inter-alia permitted conduct of postal ballot process in electronic form only.

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1. In compliance of the MCA Circulars referred above, Regulation 44 of SEBI LODR Regulations read with SEBI Circular dated December 9, 2020 on e- voting facility by listed entities and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the Company is providing the facility of remote e-voting to its Members, to enable them to cast their votes electronically on the resolutions set out in this Postal Ballot Notice. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (“NSDL”) for facilitating voting through electronic means, as the authorized agency. The procedure for e-voting is explained under the Notes provided with this Postal Ballot Notice.

2. In line with the MCA Circulars, this Postal Ballot Notice alongwith Explanatory Statement and Instructions for E-voting is being sent by email to those shareholders, who have registered their email addresses with the Company / Registrar & Share Transfer Agent / Depository / Depository Participants and whose names appear in the register of members / list of beneficial owners of the Company as on Monday, January 9, 2023 (i.e. the “Cut-off Date”) as provided by the Depositories. Physical copy of this Postal Ballot Notice along with postal ballot form and pre-paid business reply envelope is not being sent to the Members. Further, communication of assent or dissent by the Members on the items of businesses set out in this Notice shall be done through remote e-voting only i.e., casting of votes electronically.

3. This Postal Ballot Notice will also be available on the website of the Company ( www.nbccindia.in ) as well as the relevant section(s) on the websites of Stock Exchanges where the Equity Shares of the Company are listed i.e., BSE Limited ( www.bseindia.com ) and National Stock Exchange of India Limited ( www.nseindia.com ) and the website of NSDL ( www.evoting.nsdl.com ), i.e., the agency providing the remote e-voting services.

4. The remote e-voting period would commence from 9.00 AM. (IST) on Monday, January 16, 2023 and will end at 5.00 PM (IST) on Tuesday, February 14, 2023 . The e-voting module shall be disabled by NSDL for voting thereafter. Shareholders holding equity shares of the Company as on the Cut-off Date i.e., Monday, January 9, 2023 (“ Eligible Members ”) shall be entitled to exercise their voting rights through remote e-voting on the resolutions set out in this Notice. In case your email address is not registered, please follow the process mentioned in the Notes to this Postal Ballot Notice for procuring login credentials and e-voting on the proposed resolution(s).

5. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Monday, January 9, 2023, being the cut-off date fixed for the purpose . A person who becomes a Member after the Cut-off Date should treat this Postal Ballot Notice for information purpose only.

6. Shareholders desiring to exercise their vote through the e-voting process are requested to read the instructions in the Notes under the section “General information and instructions relating to e-voting” in this Postal Ballot Notice. There will be only one login for every Folio /DP ID-Client ID/Beneficiary ID,

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irrespective of the number of joint holders. Further, once the vote is cast, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

1. Members are requested to record their ASSENT (For) or DISSENT (Against) on the resolution(s) set out in this Postal Ballot Notice through remote e- voting, not later than 1700 hours (IST) on Tuesday , February 14, 2023 , after which the remote e-voting shall not be allowed by NSDL. E-voting shall not be exercised by a proxy.

2. 10.Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Tuesday, February 14, 2023 i.e., the last date specified for receipt of votes through the e-voting process.

3. 11.The Board of Directors has appointed Mr. P. C. Jain, Company Secretary (Membership No. FCS: 4103) Managing Partner of M/s. P. C. Jain & Co., Company Secretaries, as the Scrutinizer for conducting the postal ballot only through the e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed for the said purpose.

4. 12.The Scrutinizer will submit its report to the Chairman after the completion of scrutiny and the result of the voting by postal ballot through the e-voting process will be announced by the Chairman or Company Secretary & Compliance Officer of the Company and will also be displayed on the website of the Company ( www.nbccindia.in ), besides being communicated to the Stock Exchange viz. BSE Limited, NSE Limited, Depositories. The Scrutinizer’s decision on the validity of e-voting will be final.

5. 13.Details of Director seeking appointment as required to be provided pursuant to the provisions of (i) Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and (ii) the Secretarial Standard on General Meetings (SS-2), issued by The Institute of Company Secretaries of India, is enclosed as Annexure-A to this notice.

6. 14.Relevant documents referred in this Postal Ballot Notice and Explanatory Statement thereto, are available for inspection by the Members electronically, till the last date for receipt of votes through the e-voting process i.e. Tuesday, February 14, 2023 . Members seeking inspection may send an email to investor.agm@nbccindia.com stating their name and Folio no./DP ID-Client ID/ Beneficiary ID.

7. 15.Members who have not registered their e-mail addresses 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, Alankit Assignments Limited, 4E/2, Alankit House, Jhandewalan Extension, New Delhi-110055 or by mail to rta@alankit.com .

8. 16.In case of any queries or grievances with respect to conduct of this Postal Ballot process, Members may write to the Company Secretary at the email ID " investor.agm@nbccindia.com" ; or contact NSDL at 1800-1020-990 and

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1800-224-430 or send a request to Ms. Pallavi Mhatre, Manager-NSDL at evoting@nsdl.co.in.

17. Remote E-voting instructions for shareholders are as under :

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

mode is given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e- Services home page click on the “Beneficial Owner” icon under “Login” which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on“Access to e-Voting”under e- Voting services and you will be able to see e- Voting page. Click on company name ore- Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/Idea sDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the homepage of e-Votingsystem is launched,

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click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders	1. Users who have opted for CDSL Easi / Easiest
holding securities in	facility, can login through their existing user id
demat mode with CDSL	and password. Option will be made available to
	reach e-Voting page without any further
	authentication. The users to login Easi / Easiest
	are requested to visit CDSL website
	www.cdslindia.com and click on login icon &
	New System Myeasi Tab and then use your
	existing my easi username & password.
	2. After successful login the Easi / Easiest user
	will be able to see the e-Voting option for eligible
	companies where the evoting is in progress as
	per the information provided by company. On
	clicking the evoting option, the user will be able
	to see e-Voting page of the e-Voting service
	provider (NSDL) for casting your vote during the
	remote e-Voting period. Additionally, there is
	also links provided to access the system of e-
	Voting Service Provider, so that the user can
	visit the e-Voting service provider’ website
	directly.
	3. If the user is not registered for Easi/Easiest,
	option to register is available at CDSL website
	www.cdslindia.com and click on login & New
	System Myeasi Tab and then click on

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Individual Shareholders (holding securities in demat mode) login through their depository participants

registration option. 4. Alternatively, the user can directly access e- Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e- Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30.
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33, or 022-23058738 or022-23058542-43.

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

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1. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

2. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e- Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

3. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the

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.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered**

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e- mail to ' corporatelegal@cspcjain.com' with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Manager, NSDL at evoting@nsdl.co.in.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice :

1. Members may send a request to evoting@nsdl.co.in / investor.agm@nbccindia.com for procuring user id and password for e- voting:

I. In case shares are held in physical mode, please provide :-

• Name of Member and Folio Number,

• Scanned copy of the share certificate (front and back),

• Self-attested scanned copy of PAN card, and;

• Self-attested scanned copy of Aadhar Card.

II. In case shares are held in demat mode (other than Individual), please provide:-

• DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID),

• Name, client master or copy of Consolidated Account statement,

• Self- attested scanned copy of PAN card,

• Self-attested scanned copy of Aadhar Card

III. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in Demat mode.

1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained

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with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

By order of the Board of Directors For NBCC (India) Limited

Sd/- Deepti Gambhir Company Secretary F-4984

Place: New Delhi Date : January 2, 2023

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

• Appointment of Shri Ravi Kumar Arora (DIN: 09217881), as Government Nominee Director on the Board of the Company:

Ministry of Housing and Urban Affairs (MoHUA) vide Office Order No.: 0- 17034/30/2014-PS, dated November 23, 2022, nominated Shri Ravi Kumar Arora, Joint Secretary (L&E), MoHUA as Government Nominee Director on the Board of NBCC (India) Limited with immediate effect and until further orders. Accordingly, the Board of Directors had appointed Shri Ravi Kumar Arora, as an Government Nominee Director w.e.f. November 23, 2022 to hold office till further orders.

As per Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Therefore the approval of the members is required by way of ordinary resolution for the appointment Shri Ravi Kumar Arora, as Government Nominee Director on the Board of NBCC.

Brief profile of Shri Ravi Kumar Arora, inter-alia, giving nature of expertise in specific functional areas, shareholding of the company, other directorships, membership(s) / chairmanship of committees and other particulars as provided herein under, forms part of the notice.

The Company has received notice under Section 160 of the Companies Act, 2013 from a member signifying the candidature of Shri Ravi Kumar Arora, as Government Nominee Director of the Company.

The Board of Directors of the Company (“Board”), proposes to take the approval of the Members of the Company for appointment of Shri Ravi Kumar Arora (DIN: 09217881), as Government Nominee Director of the Company.

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Except Shri Ravi Kumar Arora, being the proposed appointee, none of the Directors and Key Managerial Personnel of the Company or their relatives are in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board of Directors recommend the resolution as set out in the above referred Item of Notice for Members’ approval through Ordinary Resolution.

 Appointment of Shri Sanjeet (DIN: 09833776), as Government Nominee Director on the Board of the Company:

Ministry of Housing and Urban Affairs (MoHUA) vide Office Order No.: 0- 17034/30/2014-PS, dated December 23, 2022, nominated Shri Sanjeet, Joint Secretary &Financial Advisor (JS&FA), MoHUA as Government Nominee Directors on the Board of NBCC (India) Limited with immediate effect and until further orders. Accordingly, the Board of Directors had appointed Shri Sanjeet, as an Government Nominee Director w.e.f. December 23, 2022 to hold office till further orders.

As per Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Therefore the approval of the members is required by way of ordinary resolution for the appointment of Shri Sanjeet as Government Nominee Director on the Board of NBCC.

Brief profile of Shri Sanjeet inter-alia, giving nature of expertise in specific functional areas, shareholding of the company, other directorships, membership(s) / chairmanship of committees and other particulars as provided herein under, forms part of the notice.

The Company has received notice under Section 160 of the Companies Act, 2013 from a member signifying the candidature of Shri Sanjeet, as Government Nominee Director of the Company. The Board of Directors of the Company (“Board”), proposes to take the approval of the Members of the Company for appointment of Shri Sanjeet as Government Nominee Director of the Company.

Except Shri Sanjeet being the proposed appointee, none of the Directors and Key Managerial Personnel of the Company or their relatives are in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board of Directors recommend the resolution as set out in the above referred Item of Notice for Members’ approval through Ordinary Resolution.

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Details of the Director(s) seeking appointment by Postal Ballot

[Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015 & Secretarial Standards on General Meeting (“SS-2”)]

	Annexure-A	Annexure-A
Name	Shri Ravi Kumar Arora	ShriSanjeet
DIN	09217881	09833776
Date of Appointment	November 23, 2022	December 23, 2022
Date of Birth&Age	24/09/1973 (49 years)	07/11/1971(51 Years)
Date of first Appointment to the Board	November 23, 2022	December 23, 2022
Qualification	Masters’ Degree in Public Policy	 Master of Business Administration  M. Phil. in International Studies  MA. in International Studies.
Terms & conditions of appointment and Proposed remuneration to be paid	The terms & conditions as specified by the Government of India. The Government Nominee Directors are not entitled to receive any sitting fees from the Company, as per the norms of Government of India. However, expenditure towards boarding and lodging etc., if applicable, in respect of NBCC's Board or Committee meetings attended by him, would be borne by the Company.
Brief Resume and Expertise in specific functional areas and Experience	Shri Arora is an Indian Administrative Service (IAS) officer of Gujarat cadre and joined the service in 2006. He had done his Masters’ Degree in Public Policy. In the State of Gujarat, he served important positions and was District Collector in 4 Districts viz; Mahisagar, Navsari, Bharuch, Valsad. During his central deputation tenure, also served as PS to Hon’ble External Affairs Minister, Govt. of India. Shri Arora, as Joint Secretary in Ministry of Housing and Urban Affairs, presently overseeing matters pertaining toL&DO,Dte.of	Shri Sanjeet is an IRAS (Indian Railways Accounts Service) Officer from 1998 batch having vast experience of around 24 years in the field of Financial Appraisal of proposals, Tender and Contract Management, Policy issues on pay and allowances and Audit functions. Presently he is holding the post of Joint Secretary & Financial Advisor, Ministry of Housing and Urban Affairs, Government of India.

14 NBCC (India) Limited

	Estates and NBCC.
Directorship held in other companies / listed entities	 Hemisphere Properties India Limited  Chennai Smart City Limited  Noida Metro Rail Corporation Limited  The Delhi Golf Club	 Housing And Urban Development Corporation Limited  Hindustan Prefab Limited
Details of listed entities from which resigned in the past three years	Nil	Nil
Chairmanship (C) Membership (M) of Committees across all Public companies other than NBCC*	Hemisphere Properties India Limited  Stakeholder Relationship Committee:Chairperson  Audit Committee:Member	Nil
Shareholding in the Company including as a beneficial owner	Nil	Nil
Relationship with other Directors / KMP of the Company	Not related to any other Director/KMP of the company	Not related to any other Director/KMP of the company
Number of meetings of the Board attended since the date of appointment	One	Nil

• Only Audit Committee (AC) and Stakeholders Relationship Committee (SRC) details are considered as per Regulation 26 of Listing Regulations, 2015