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Puravankara Limited AGM Information 2021

Sep 4, 2021

61023_rns_2021-09-04_efb323a8-802d-4618-b051-e582ee162c66.pdf

AGM Information

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September 04, 2021

To The General Manager – DCS, The Manager, Listing Operations-Corporate Services Dept. Listing Department, BSE Ltd. National Stock Exchange of India Ltd., 1[st] Floor, New Trading Ring, Rotunda Exchange Plaza, 5th Floor, Plot No. Building, 'P J. Towers, Dalal Street, Fort , C/1, G Block, Bandra-Kurla Complex, Mumbai 400 001. Bandra (E), Mumbai [email protected] [email protected] Stock Code: 532891 Stock Code: PURVA

Dear Sir / Madam,

Sub: Intimation of date of 35th Annual General Meeting (AGM) and cut-off date

Ref: Regulation 30 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’)

We herewith intimate that the 35th Annual General Meeting (‘AGM’) of Puravankara Limited (‘Company’) for the year ended March 31, 2021, will be held on Tuesday, September 28, 2021, at 11.30 a.m. (IST), through Video Conference (VC)/ Other Audio Visual Means (OAVM) in terms of Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020, September 28, 2020, December 31, 2020 and January 13, 2021 issued by the Ministry of Corporate Affairs (“MCA”) (collectively referred to as 'MCA Circulars') and SEBI Circular dated May 12, 2020 and January 15, 2021 ('SEBI Circulars').

In this regard please find attached the Notice of the 35th Annual General Meeting of the Company.

The cut-off date for voting entitlement is September 17, 2021.

The Notice of the AGM and the Annual Report of the Company for the Financial Year Ended March 31, 2021 are displayed on the Company’s website, www.puravankara.com as detailed hereunder:

35th Annual Report* https://www.puravankara.com/pages/Annual-Report-2020-21.pdf 2020-21

Notice of the 35th AGM https://www.puravankara.com/pages/notice-of-AGM-2020-21.pdf

Kindly take this intimation on record.

Thanking you,

Yours sincerely

FOR PURAVANKARA LIMITED

D Bindu

Digitally signed by D Bindu DN: c=IN, o=Personal, 2.5.4.20=d405520a9a2f1ae7ec610a986eba5247 bc163995c05d9449cfda8cd92f79a14e, postalCode=560038, st=Karnataka, serialNumber=b8e187f9d70b45657e74376b12 8dd7c22c433c80ccd10263a2d578fc36bcda68, cn=D Bindu Date: 2021.09.04 18:15:09 +05'30'

Bindu D Company Secretary

PURAVANKARA LIMITED

Registered Office: #130/1, Ulsoor Road, Bengaluru- 560 042 Tel:+91 80 2559 9000 / 4343 9999 Fax: +91 80 2559 9350 Email: [email protected] URL: www.puravankara.com CIN: L45200KA1986PLC051571 AN ISO 9001 COMPANY

PURAVANKARA LIMITED

Regd. Office: #130/1, Ulsoor Road, Bengaluru 560 042, Telephone: +91 80 25599000/ 43439999, Fax No. +918025599350, Website: www.puravankara.com, Email:[email protected], CIN L45200KA1986PLC051571.

NOTICE OF THE 35th ANNUAL GENERAL MEETING

NOTICE is hereby given that the Thirty fifth Annual General Meeting (AGM) of the Members of PURAVANKARA LIMITED will be held on Tuesday, September 28, 2021 at 11.30 a.m. (IST), through Video Conference/ Other Audio Visual Means (‘OAVM’) to transact the following business:

ORDINARY BUSINESS:

  1. To receive, consider and adopt the standalone and consolidated financial statements of the Company which includes the Audited Balance Sheet as on March 31, 2021, the Statement of Profit and Loss for the financial year ended as on that date and the Cash Flow Statement together with reports of the Board of Directors and the Statutory Auditors thereon.

  2. To appoint a Director in place of Mr. Ashish Ravi Puravankara (DIN: 00504524), who retires by rotation and being eligible, offers himself for re-appointment.

148 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. GNV & Associates, Cost Accountants, (Firm Registration No. 000150), who were appointed by the Board of Directors of the Company to conduct the audit of the cost records maintained by the Company for the financial year 2021-22, be paid remuneration of Rs. 75,000/- (Rupees Seventy Five Thousand only) plus GST as applicable and reimbursement of out-of-pocket expenses incurred by them in connection with the aforesaid audit.”

RESOLVED FURTHER THAT the Board of Directors of the Company or the Company Secretary and Compliance Officer of the company, be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

  1. To appoint a Director in place of Mr. Nani R. Choksey (DIN: 00504555), who retires by rotation and being eligible, offers himself for re-appointment.

  2. To issue non-convertible debentures on a private placement basis and in this regard to consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

SPECIAL BUSINESS:

  1. To fix remuneration payable to the Cost Auditor for the financial year 2021-22 and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

  2. RESOLVED THAT pursuant to the provisions of Section

RESOLVED THAT in accordance with the provisions of Section 42, 71 and other applicable provisions, if any, of the Companies Act, 2013, (including any amendments thereto or re-enactment thereof, for the time being in force) read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, if any, and any

NOTICE 2020-21 | 1

other law for the time being in force and the provisions in the Memorandum and Articles of Association of the Company, the guidelines issued by the Securities and Exchange Board of India (“SEBI”), the Listing Agreements entered into by the Company with the respective stock exchanges and subject to the approval, permissions and sanctions of the lenders of the Company, SEBI, stock exchanges, Reserve Bank of India (“RBI”), the Foreign Investment Promotion Board (“FIPB”), Government of India and other concerned authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of the aforementioned authorities while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company, the consent of the Members be and is hereby accorded to the Board of Directors of the Company to offer or invite subscription for secured redeemable Non-convertible Debentures in one or more series or tranches, aggregating up to Rs. 1,500 Crores (Rupees One Thousand Five Hundred Crores Only), during a period of 1(One) Year from the date of passing of this Resolution and within the overall borrowing limits of the Company, as approved by the Members, from time to time, on a Private Placement basis, on such terms and conditions as the Board of Directors may, from time to time, determine and consider proper and beneficial to the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Members hereby authorise the Board of Directors to do all such acts, deeds, matters and things, settle all question, difficulties or doubts that may arise in regard to the issue or allotment of such Debentures, utilisation of the issue proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board may in its absolute discretion deem fit without being required to seek any further consent or approval of the Members or otherwise.”

  1. To appoint Mr. Abhishek Kapoor as Director in the category of Executive Director and to fix the limit of his remuneration and in this regard to consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION

RESOLVED THAT pursuant to the provisions of section 161 of the Companies Act, 2013 and other applicable provisions (including any modification or re-enactment thereof), if any, the approval of the shareholders, be and is hereby accorded to appoint Mr. Abhishek Nirankar Kapoor (DIN: 03456820) as Director, on the Board of Directors of the company and is liable to retire by rotation as per the Companies Act, 2013,

RESOLVED FURTHER THAT in accordance with the provisions of Sections 196, 197, 198, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), read with the Companies (Appointment and Qualification of Directors), Rules, 2014 [including any statutory modifications or re-enactments thereof for the time being in force], the approval of the members of the Company be and is hereby accorded to appoint Mr. Abhishek Kapoor, as Executive Director of the Company for a period of 5 years commencing from 13.08.2021 to 12.08.2026 and payment of remuneration to Mr. Abhishek Nirankar Kapoor (DIN: 03456820), Executive Director of the Company, for a period of 3 years commencing from 13.08.2021 to 12.08.2024 by way of salary, perquisites and allowances, performance incentive, etc. in excess of the limits mentioned under the applicable provisions of the Companies Act, 2013, as detailed herein below with authority to the Board of Directors to revise the terms and conditions of remuneration from time to time based on the recommendations of the Nomination & Remuneration Committee subject to the terms of Part II of Schedule V, of the Companies Act, 2013, other applicable provisions, if any, and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) :

  • i. Annual salary of up to a maximum of Rs.4,50,00,000 p.a (Rupees four crores fifty lakhs only) per annum, which inter- alia includes:

  • a) Basic Salary and Variable Pay;

  • b) House Rent Allowance / Company Leased Accommodation;

2 | PURAVANKARA LIMITED

  • c) Conveyance;

  • d) Food Coupons;

  • e) Special Allowance, if any; or ex-gratia not exceeding a sum of Rs. 15,00,000 per annum;

  • f) Corporate Bonus;

  • g) Reimbursement of Medical Expenses for Self and Family as per Company’s policy / Medical Allowance (“Family” means the spouse, the dependent children and dependent parents.);

  • h) Reimbursement of Leave Travel Expenses for Self and Family as per Company’s policy / Leave Travel Allowance.

The allowances mentioned above which are not fully utilized by the Director would be paid as taxable salary.

  • ii. Car: Use of Company’s car with driver including fuel and maintenance expenses as per Company’s policy.

  • iii. Medical Insurance: As per Company’s policy.

  • iv. Provident Fund Contribution: As per Company’s policy.

  • v. Gratuity: As per Company’s policies

  • vi. Encashment of Leave: As per Company Rules.

  • vii. Pension: As decided by the Board from time to time.

In addition to this:

  • viii. Relocation Expenses: If the Director needs to relocate outside Bangalore, he shall be entitled for expenses incurred for self and family relocating from Bangalore to such other place/s.

  • ix. Entitlement under any Performance Incentive Scheme – As may be decided by the Board from time to time

Office facilities: Use of telephones, fax, internet, hand phones, computers, laptops, printers and other electronic gadgets for official purposes as per Company’s policy shall not be considered as perquisites.

The perquisites would be valued as per the applicable provisions of the Income Tax Act, 1961 read with the Rules made there under.

The Board of Directors may from time to time grant / include any other allowances (in point (i)) and/or perquisites as per the applicable statutory provisions including the Act.”

RESOLVED FURTHER THAT notwithstanding anything mentioned herein above about the term of appointment either the Board of Directors on behalf of the Company or Mr Abhishek Nirankar Kapoor, may terminate this appointment by serving 3 (three) months’ prior written notice to the Company or payment of 3 (three) months’ remuneration (as specified in point (i) herein above) to the Company.”

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to increase the remuneration (as specified herein above), sign agreement or any other documents from time to time on behalf of the Board of Directors.”

RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorised to do all such acts, deeds, things, matters and to execute all such documents as may be required to give effect to this resolution.”

  1. To approve remuneration to Non-Executive Directors and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of sections 197, 198, Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder and the Articles of Association of the Company, consent of the members of the Company be and is hereby accorded for the payment of remuneration, upto Rs.15,00,000/- p.a. in case of inadequate profits or no profits, for a period of three years commencing from the financial year 2020- 21 to each Non-Executive Director of the Company as may be decided by the Board of Directors from time to time, based on the recommendations of the Board of Directors, subject

3

NOTICE 2020-21 |

to the terms of Part II of Schedule V, of the Companies Act, 2013, other applicable provisions, if any, and rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force).

RESOLVED FURTHER THAT the above remuneration shall be in addition to the fees payable to the Non-Executive Directors for attending the meetings of the Board of Directors or any Committee thereof or for any other purpose whatsoever as may be decided by the Board and training expenses, reimbursement of expenses for participation in the Board and other meetings.”

  1. To appoint Ms. Shailaja Jha (DIN:09060618) as NonExecutive Independent Director and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Shailaja Jha (DIN:09060618), who holds office as a Non-Executive Independent Director upto the conclusion of the 35th Annual General Meeting, and who is eligible for appointment be and is hereby appointed as Non-Executive Independent Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for a period of 5 (five) consecutive years up to February 10, 2026 or the conclusion of the 40th Annual General Meeting whichever is earlier.”

RESOLVED FURTHER THAT any of the Directors or the Company Secretary and Compliance Officer of the Company be and are hereby severally authorised to do all such acts, deeds, things and take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

  1. To appoint Mr. K G Krishnamurthy (DIN: 00012579) as Non-Executive Independent Director and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. K G Krishnamurthy (DIN: 00012579), who holds office as a Non-Executive Independent Director upto the conclusion of the 35th Annual General Meeting, and who is eligible for appointment be and is hereby appointed as Non-Executive Independent Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for a period of 5 (five) consecutive years up to June 24, 2026 or the conclusion of the 40th Annual General Meeting whichever is earlier.”

RESOLVED FURTHER THAT any of the Directors or the Company Secretary and Compliance Officer of the Company be and are hereby severally authorised to do all such acts, deeds, things and take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

BY ORDER OF THE BOARD OF DIRECTORS FOR PURAVANKARA LIMITED

NANI R. CHOKSEY VICE CHAIRMAN & WHOLE-TIME DIRECTOR DIN : 00504555

Bengaluru 01.09.2021

4 | PURAVANKARA LIMITED

NOTES:

  1. The Ministry of Corporate Affairs has issued Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020 (‘Circulars’) whereby physical attendance of the Members at the Annual General Meeting venue is not required as AGM can be held through video conferencing (VC) or other audio visual means (OAVM). Pursuant to the Circulars the Company has convened the 35th Annual General Meeting (‘AGM’) to be held through video conferencing (VC) or other audio visual means (OAVM). The facility to appoint proxy to attend and cast vote for the members is not available for this AGM, hence the proxy form, attendance slip, route map are not annexed to this Notice.

  2. Pursuant to Section 102(1) of the Companies Act, 2013, the Explanatory Statement and pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of directors seeking appointment/ re-appointment at the AGM are annexed as ANNEXURE -A and form part of this Notice.

  3. The detailed Instructions for e-voting including the process and manner for voting by electronic means, time schedule for casting the vote, Login ID etc. are annexed to and forms an integral part of the Notice of the AGM.

Attendance:

  1. The Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. 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 facility of casting votes by a member using remote e-voting system as well as voting on the date of the AGM will be provided by NSDL.

  2. The Members can join the AGM in the VC/OAVM mode before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

  3. The attendance of the Members attending the AGM through

VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  1. Bodies Corporate are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

  2. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.puravankara.com. The Notice can also be accessed from the 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 the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www. evoting.nsdl.com

  3. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS UNDER:

  4. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/ OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  5. Members are encouraged to join the Meeting through Laptops for better experience.

  6. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  7. Please note that Participants Connecting from Mobile

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NOTICE 2020-21 |

Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  1. Shareholders who would like to express their views/ have questions may send their questions in advance mentioning their name demat account number/ folio number, email id, mobile number at investors@ puravankara.com .The same will be replied by the company suitably.

  2. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further Members can also use the OTP based login for logging into the e-voting system of NSDL.

  3. The facility of participation at the AGM through VC/ OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (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. who are allowed to attend the AGM without restriction on account of first come first served basis.

  4. Members who need assistance before or during the AGM, can contact NSDL on [email protected] / 1800222-990

  5. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at investors@ puravankara.com from Saturday, September 04, 2021 at 9.00 A.M. (IST) to Friday, September 24, 2021 5.00 P.M. (IST). Those Members who have registered themselves

as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Notice:

  1. In compliance with the Circulars, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories as on August 27, 2021. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company’s website on the following links, 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:

  2. https://www.puravankara.com/pages/notice-ofAGM-2020-21.pdf

  3. https://www.puravankara.com/pages/AnnualReport-2020-21.pdf

  4. Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 directs listed companies to send soft copies of the annual report to those shareholders who have registered their e-mail addresses.

  5. Sections 101 and 136 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Companies (Accounts) Rules, 2014 permit prescribed companies to send a notice and financial statements through electronic mode. In view of the same, shareholders are requested to update their e-mail IDs with their Depository Participants where shares are held in dematerialised mode and where the shares are held in physical form to update the same in the records of the Company in order to facilitate electronic servicing of annual reports and other documents.

  6. All documents mentioned in the Notice will be available for inspection at the Company’s Registered Office during normal Business hours on working days upto the date of the Annual General Meeting.

6 | PURAVANKARA LIMITED

Dividend:

  1. The Board has not recommended any Dividend.

Share Transfer & Nomination:

  1. Shareholders holding shares in the form of Share Certificates i.e. in physical mode are adviced that the said shares may be converted to Demat (electronic) mode, and that Securities and Exchange Board of India (SEBI) vide notification no. SEBI/LAD- NRO/GN/2018/24 dated June 08, 2018 has amended the sub-regulation (1) of Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Thereby SEBI has stated that w.e.f December 05, 2018 “requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository”. To provide for the future transmission or transposition of securities it is adviced that the shares held in physical mode be held in demat/ electronic mode by converting into demat mode.

  2. Members holding shares in single name and in physical form are advised to make nomination in respect of their shareholding in the Company. The Nomination Form SH-13 prescribed by the Government can be obtained from Link Intime.

  3. The Securities and Exchange Board of India (SEBI) vide its Circular No. MRD/DoP/CIR-05/2007 dated 27 April 2007, had made PAN the sole identification number for all participants transacting in the securities market, irrespective of the amount of transaction. In continuation of the aforesaid circular, it is hereby clarified that for securities market transactions and off market/private transactions involving transfer of shares of listed companies in physical form, it shall be mandatory for the transferee(s) to furnish copy of PAN Card to the Company / Link Intime for registration of transfer.

  4. Non-resident Indian shareholders are requested to inform about the following to the Company / Link Intime or the concerned Depository Participant, as the case may be, of:

  5. i. The change in the residential status on return to India for permanent settlement.

  6. ii. The particulars of the NRE Account with a Bank in India, if not furnished earlier.

  7. The Investor related queries may also be addressed to the Company, at [email protected] or to the Registrar & Share Transfer Agent, Link Intime India Private Limited at the following address:

  8. C 101, 247 Park, L.B.S. Marg, Vikhroli (West),

  9. Mumbai - 400083

  10. Contact Person: Bharat Rajpurohit Telephone No. : +91 22 49186000 Fax No. : +91 22 49186060 Email id: [email protected]

Further, in all correspondences with the Company and/or Link Intime, Client ID. & DP ID. or Folio No., as the case may be, must be quoted.

Unpaid Dividend Account & Investor Education and Protection Fund:

  1. Members are requested to note that a dividend not encashed or claimed within 7 years from the date of declaration, needs to be transferred from the Company’s Unpaid Dividend Account to the Investor Education and Protection Fund (IEPF) of the Central Government, pursuant to the provisions of Section 124 of the Companies Act, 2013.

  2. Due dates for Transfer to IEPF and the balance in the Unpaid Dividend Account

7

NOTICE 2020-21 |

Sl.
No.
Financial Year
Ended
Type of
Dividend
Date of Declaration of
Dividend
Date by which required to be
transferred to the Investor
Education and Protection
Fund of the Central
Government
Unpaid/
Unclaimed
Amount
(inH)
Bank Account No. with
HDFC Bank Ltd.
1. March 31, 2014 Final September 22, 2014 September 21, 2021 166,899 50200007011092
2. March 31, 2015 Final September 24, 2015 September 23, 2022 129,158.40 50200012884998
3. March 31,2016 Final September 27,2016 October 26,2023 255,537.14 50200021485454
4. March 31, 2017 Final August 29, 2017 September 28, 2024 419,949 50200026672305
5. March 31, 2018 Final September 26, 2018 October 25, 2025 4,19,436 50200033319608
6. March 31,2019 Final September 27,2019 October 26,2025 110.544 50200043916277

Further, Members who wish to claim the dividend, which remains unclaimed are requested to make their claims immediately from the Company by corresponding with the Company’s Registrar & Transfer Agents - Link Intime, for issuance of duplicate I revalidated dividend warrant(s) or the Company Secretary, at the Registered Office of the Company.

  1. Pursuant to the provisions of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 23, 2020 (date of the last Annual General Meeting) on the website of the Company (www.puravankara.com) / the website of the Ministry of Corporate Affairs.

E- Voting & Cut-off date:

  1. Go Green Initiative in Corporate Governance: The Ministry of Corporate Affairs (MCA), vide Circular Nos. 17/2011 dt. 21 April 2011 and 18/2011 dt. 29 April 2011 respectively, has undertaken a ‘Green Initiative’ and allowed companies to share documents with its shareholders through electronic mode.

Further, pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Companies (Management and Administration Rules), 2014, companies can serve Annual Reports and other communications through electronic mode to those Members who have

registered their e-mail address either with the Company or with the Depository.

Members who have not registered their e-mail addresses so far are requested to support this green initiative by registering/ updating their e-mail addresses, as specified hereunder, so that they can receive the Annual Report and other communication from the Company electronically:

  • in respect of shares held in Electronic form - with their Depository Participants and

  • in respect of shares held in Physical form- with the Registrar & Share Transfer Agent.

  • Company will be disclosing to the Stock Exchanges, as per Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of results of voting on each of the resolutions proposed in this Notice.

  • In terms of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), listed companies are required to provide members with the facility to exercise their votes at General Meetings through electronic means. The Company has availed the Services of National Securities Depository Limited (NSDL) for providing the necessary e-voting platform to the members of the Company. The

8 | PURAVANKARA LIMITED

detailed Instructions for e-voting including the process and manner for voting by electronic means, time schedule for casting the vote, Login ID etc. is Annexed to the Notice convening the Annual General Meeting, which forms an integral part of the Notice of the Annual General Meeting.

  1. The e-voting period shall commence on Saturday, September 25, 2021 [9:00 AM] and ends on Monday, September 27, 2021 [5:00 PM]. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, it cannot be changed subsequently.

  2. Members of the Company, holding shares either in physical form or dematerialised form, as on the cut-off date i.e. September 17, 2021, will be eligible to cast their vote electronically.

The voting rights of Members shall be in proportion to the equity shares held by them in the paid-up equity share capital of the Company as on Friday, September 17, 2021. Any person, who is a Member of the Company as on the cut-off date is eligible to cast vote electronically on all the resolutions set forth in the Notice of AGM.

Members who have acquired the shares of the Company

after the dispatch of the Notice of the AGM and whose name appear in the Register of Members of the Company or in the Register of Beneficial owners maintained by the depositories as on the cut-off date September 17, 2021 will be eligible to cast their vote through remote e-voting and such members may obtain the Login ID and password by sending a request to any of the following email ids:

  • To NSDL at [email protected]

  • To the Registrar and Share Transfer Agents at evoting@ linkintime.co.in

  • The Board of Directors has appointed Mr. Nagendra D. Rao, Practising Company Secretary (Membership No. 5553, COP No. 7731) as the Scrutinizer for conducting the remote e-voting and poll process in accordance with law and in a fair and transparent manner. The Scrutinizer shall within a period not exceeding two days from the conclusion of the annual general meeting prepare a Consolidated Scrutinizer’s Report of the votes cast in favour or against, if any, and submit it forthwith to the Chairman of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the website of the Company and on the website of NSDL.

29. STEPS FOR E-VOTING

  • A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participant(s)] :

Step 1:

Step 1:
Type of shareholders Login Method
Individual
Shareholders
holding
securities in demat mode with NSDL.
1.
Existing IDeAS user 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 “Benefcial 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 or e-Voting service provider i.e. NSDL and you will be re-directed
to e-Voting website of NSDL for casting your vote during the remote e-Voting period or
joiningvirtual meeting& votingduringthe meeting.

9

NOTICE 2020-21 |

Type of shareholders Login Method
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/IdeasDirectReg.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
home page of e-Voting system is launched, 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 Verifcation 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 or
joining virtual meeting & voting during the meeting.
4.
Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience
Individual
Shareholders
holding
securities in demat mode with CDSL
1.
Existing users who have opted for Easi / Easiest, they can login through their user id and
password. Option will be made available to reach e-Voting page without any further
authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
2.
After successful login of Easi/Easiest the user will be also able to see the E Voting Menu.
The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast
your vote.
3.
If the user is not registered for Easi/Easiest, option to register is available at https://web.
cdslindia.com/myeasi/Registration/EasiRegistration
4.
Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link in www.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-Votingis inprogress.

10 | PURAVANKARA LIMITED

Type of shareholders Login Method
Individual
Shareholders
(holding
securities in demat mode) login
through their depository participants
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 or joining virtual
meeting& votingduringthe meeting.
  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.

  2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

  3. A new screen will open. You will have to enter your User ID, your Password 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.

  1. 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 IN300
12**.
b) For Members who hold shares in demat account
with CDSL.
16 Digit Benefciary ID For example if your Benefciary 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

11

NOTICE 2020-21 |

  1. Your password details are given below:

  2. a) If you are already registered for e-Voting, then you can use 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 .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, your ‘initial password’ is communicated to you on your postal address.

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

  6. 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.

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

If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.

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

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

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

Step 2:

  1. After successful login at Step 1, you will be able to see the Home page of e-voting. Click on e-voting. Then, click on Active Voting Cycles.

  2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

  3. Select “EVEN” of Puravankara Limited.

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

  5. 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.

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

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

  8. B. If you are already registered with NSDL for remote e-voting, then you can use your existing User ID and Password/ PIN for casting your vote.

12 | PURAVANKARA LIMITED

1. Other information:

  • Login to 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 ‘Forgot User Details/ Password’ or “Physical User Reset Password” option available on the site to reset the same.

  • In case Shareholders are holding shares in demat mode, USER-ID is the combination of (DPID+ClientID).

password with any other person and take utmost care to keep it confidential.

  • Institutional shareholders (i.e. members other than individuals, HUF, NRIs, etc.) are required to send a scanned copy (PDF / JPG format) of the relevant board resolution / authority letter, etc., together with the attested specimen signature(s) of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer via email at: [email protected], with a copy marked to [email protected].

  • In case Shareholders are holding shares in physical mode, USER-ID is the combination of (Even No+Folio No).

  • Your login id and password can be used by you exclusively for e-voting on the resolutions placed by the companies in which you are the shareholder.

    1. In case of any queries, please refer to the Frequently Asked Questions (FAQs) for members and the e-voting user manual for members available in the ’Downloads’ section of https://www.evoting.nsdl.com. You can also mail your queries to NSDL by sending an email to [email protected]., or send request to Ms.Sarita Mote, or call on toll free no.:1800-222-990 or 1800-224430.
  • It is strongly recommended not to share your

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

i.e. NSDL and 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 at [email protected] or call at toll
free no.: 1800 1020 990 and 1800 22 44 30
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
Individual Shareholders holding securities in demat mode
with CDSL
Members facing any technical issue in login can contact CDSL
helpdesk by sending a request at helpdesk.evoting@cdslindia.
com or contact at 022- 23058738 or 022-23058542-43

13

NOTICE 2020-21 |

  1. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

  2. C. 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:

  3. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investors@ puravankara.com

  4. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected] If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step A (1) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

  5. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  6. 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

  7. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate

in the AGM through VC/OVAM but shall not be entitled to cast their vote again.

  1. Instructions for Members for Voting during the AGM: E-voting window shall be activated upon instructions of the Chairman of the Meeting during the AGM and the same is integrated with the VC platform and no separate login is required for the same. The procedure for remote e-voting during the AGM is same as the instructions mentioned below for remote e-voting as the Meeting is being held through VC / OAVM.

  2. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

  3. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  4. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  5. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  6. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013: Resolution No. 4

The Board of Directors of the Company (‘the Board’), on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. GNV & Associates, Cost Accountants, to conduct the audit of the cost records maintained by the Company in respect of Construction Industry for the financial year 2021-22.

14 | PURAVANKARA LIMITED

According to Section 148 of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be approved by the members of the Company. Hence approval is being sought for the remuneration to be paid for the financial year 2021-22.

None of the directors / key managerial personnel or their relatives, are directly or indirectly concerned or interested, financial or otherwise, in the resolutions set out at item No. 4 of the accompanying Notice.

The Board of Directors recommends passing of the Ordinary Resolution set out in item No.4 of the notice.

Resolution No. 5

The Company in order to execute various projects has to borrow money from banks and other financial institutions as a means of finance.

The Company has currently availed project specific or general purpose borrowings from various Banks and Financial Institutions to finance the execution of the projects of the Company. The Board of Directors envisages a need for the funding requirements of the Company to be met with various Instruments, viz. equity, project loans, general purpose corporate loans, borrowings from Banks and financial institutions, nonconvertible debentures, a mix of these instruments would result in optimum utilization of funds at optimum cost and help to meet the various business requirements of the Company.

The Board of Directors of the Company are contemplating the feasibility of borrowing money through the issue of nonconvertible debentures, subject to the approval of the Members of the Company by passing a Special Resolution and such approval shall be valid for all private placements made during a period of one year.

Pursuant to Rule 14 of The Companies (Prospectus and Allotment of Securities) Rules 2014, issue of any non-convertible debentures on a private placement basis requires a prior approval of the members of the Company by way of a Special Resolution and such approval shall be valid for all private placements made during the year.

Accordingly consent of the members is being sought to enable the Board of Directors to offer or invite subscriptions for redeemable non-convertible debentures in one or more series or tranches as may be required, aggregating up to Rs. 1500,00,00,000 (Rupees One Thousand Five Hundred Crores Only), during a period of 1(One) Year from the date of passing of this Resolution and within the overall Borrowing Limits of the Company, as approved by the Members, from time to time.

None of the Directors or the Key Managerial Personnel or their relatives are in any way interested or concerned, financially or otherwise in the resolutions set out at item No. 5 of the accompanying Notice except to the extent of their Shareholding, if any in the Company.

The Directors recommend the resolution for approval by the members as Special Resolution.

Resolution No.6

The shareholders vide special resolution passed on September 25, 2020 had approved the remuneration payable to the Executive Directors in their current term.

On the recommendation of the Nomination and Remuneration Committee to the Board, subject to the approval of the shareholders at the AGM, the Board of Directors have approved the appointment of Mr. Abhishek Kapoor, as Executive Director for a period of 5 years commencing from August 13, 2021 upto August 12, 2026 and the remuneration payable to Mr. Abhishek Kapoor for a period of three years .

As per IND-AS 115 relating to recognition of revenue, revenue is recognized upon completion of the project and sale of unit to the customers. Also any extension of time to complete the projects, will lead to the revenue to be recognized on an extended timeline, while, the sales and marketing costs of the new projects being launched will be charged to the profit & loss account affecting the company’s profitability in the near future. As this is an accounting aspect in the long run, when the revenue of the projects is recognized upon completion, the same will be neutralized.

On account of the aforementioned the profit in the forthcoming years may not be adequate to ensure payment of remuneration

NOTICE 2020-21 | 15

and requires approval of the shareholders through a SPECIAL resolution.

Statutory Requirements:

In terms of the Companies Act, 2013, the remuneration payable to any executive director shall not exceed 5% of the net profit and the total remuneration payable to all executive directors shall not exceed 10% of the net profits of the company computed in terms of section 198 of the Companies Act, 2013.

As it is required to compensate the executive directors adequately for their efforts in their proposed period of appointment and the same is currently constrained by the requirements of INDAS and section 198 of the Companies Act, 2013 read with the SEBI Listing regulations, the Nomination and Remuneration Committee has recommended to the Board of Directors and the Board, deem fit to SEEK APPROVAL OF THE SHAREHOLDERS BY A SPECIAL RESOLUTION.

It is proposed to seek the approval of the shareholders through a SPECIAL RESOLUTION:

I. General Information:

I.
General Informaton:
Nature of industry Construction & Real Estate
Date or expected date of commencement
of commercialproduction.
Company with turnover. Company has been in operation since 1986.
In case of new companies, expected date
of commencement of activities as per
project approved by fnancial institutions
appearingin theprospectus.
Company was incorporated in the year 1986.
Financial performance based on given
indicators. (Standalone) (Hin crores)
Sl.no. Turnover Proft Net worth
2020-2021 630.65 (9.71) 1639.49
2019-2020 1271.36 30.51 1650.46
2018-2019 1471.91 91.77 1647.88
Foreign investments or collaborators if any ---

Foreign investments or collaborators if any ---

16 | PURAVANKARA LIMITED

II. Information about the appointee:

II. Informaton about the appointee:
Name of the appointee ABHISHEK KAPOOR
Background details BA,PGDM(Finance & marketing)
Past remuneration Remuneration Gross Salary PF Incentive Rs.
(Rs.) Rs. (Rs)
2020-2021 2,29,82,400 21,600 - 2,30,04,000
2019-2020 1,59,60,000 12,000 - 1,59,72,000
Recognition or awards
Job profle and his suitability ROLE and RESPONSIBILITY: as Executve Director and Chief Executve Ofcer
Overall
CEO will be responsible for the P&L and strategy of Residential Business and
converting them into business plans and would be accountable to the MD & Board
on a monthly, quarterly, and annual basis.
Translates the set objectives in the business plans into achievable project objectives
and targets, ensure monitoring of targets to ensure timely, cost effective, high
quality delivery while meeting EHS standards
Develops and manages the sales strategy to achieve the business objectives
Residental operatons
Ownership of strategy and formulatng business plans:
Manage the critical aspects of developing a strategic plan and should be broken into
annual operating plans and budgets
Managing Operatons:
Execution of annual operating plans and budget.
Contribute to the annual business growth through cash-fow and ROI management,
revenue generation and optimum utilization
Set targets and objectives, delivery, and development of the team
Lead commercialization and revenue generation of new and ongoing projects.
Direct role in managing growth (P&L) of the company:
Will be directly responsible for the P&L of the Business.
Responsible to take on new projects and ensure smooth working with all
stakeholders(internal & external).

NOTICE 2020-21 | 17

Name of the appointee

ABHISHEK KAPOOR

Name of the appointee ABHISHEK KAPOOR ABHISHEK KAPOOR
SUITABILITY:
Mr. Abhishek Kapoor was the Chief Operating Offcer -Residential Business at
Puravankara Limited. He is responsible for driving the growth of residential businesses
largely under the Puravankara and Provident brands.
An accomplished real estate professional with over 22 years of experience, Abhishek
has worked with companies like Raymond Real Estate, Radius Developers and
Keystone/Rustmojee Group. His vast experience and highly successful track record
in real estate covers strategic planning and implementation, project optimization,
joint ventures, private equity deals, sales and marketing as well as managing senior
level Government relationships. He has demonstrated capabilities in real estate and
construction planning, resource management, fnancial and administrative control in
an increasingly competitive environment. Earlier to this, he has had other successful
career stints as Head of Transaction Management Group with CBRE and with K Raheja
Group managing Marketing and Corporate Sales.
Abhishek holds a Masters in Marketing Management and Diploma in Business Finance
from Narsee Monjee Institute of Management, Mumbai University. His hobbies and
interests include reading, trekking and long drives. As COO, Mr Abhishek Kapoor was
instrumental in enabling highest ever sales for the Group in the past fve years, increased
focus on digital transformation, including relaunch of Puravankara website, virtual
launch of projects, accelerated deployment of online booking engine (Book my home
now), virtual launch of frst plotted development, Woodfeld and sold 80% immediately
upon launch and free mental health wellnessprogramme access to all employees.
Remunerationproposed Upto Rs.4.5 crsp.a.
Comparative remuneration profle with
respect to industry, size of the Company,
profle of theposition andperson
Sobha Limited Jagadeesh Sharma : Salary + Others 7 Cr Annual
Pecuniary relationship directly or indirectly
with the Company, or relationship with the
managerialpersonnel,if any
Not Applicable
Age 46years
Date of frst appointment on the Board 13-August -2021
No. of share held NIL
Relationship with Directors, Managers &
KMP
Not Applicable
Number of Board meeting attended during
previousyear
NOT APPLICABLE

18 | PURAVANKARA LIMITED

Name of the appointee ABHISHEK KAPOOR
Other Directorship Provident Cedar Private Limited
Vaigai Developers Private Limited
Provident Meryta Private Limited
Purva Sapphire Land Private Limited
Purva Ruby Properties Private Limited
Melmont Construction Private Limited
MapCapital Advisors Private Limited
Chairman/ member of the committee of the
board of directors of Puravankara Limited,
as on March 31,2021
Not Applicable
Chairman / Member of the Committees of
Boards of other companies
NIL
III. Other Informaton
Reasons of loss or inadequate profts The company is in the business of real estate development and sale thereof. The company is
following IND AS 115 for the purpose of recognition of revenue, according to which, the revenue
can be recognised only when the house/unit is delivered to the customer. The development and
delivery of units take substantial time of three to fve years and hence, the revenue in respect of
such projects can be recognised only upon such completion. Accordingly, the revenue recognition
depends on such completion and delivery to the customers. Thus, there is a substantial lag in
the revenue recognition. Although the sale is confrmed and customer advance is collected and
construction is substantially completed, revenue cannot be recognised. Further, as and when the
company incurs any sales and marketing expenses, the same would have to be accounted as period
cost. The company is planning to launch new projects and is likely to incur huge marketing expenses
which has to be recognised as period cost. If there is a bunching of project completion, with periods
of time during which there is no project delivery, or periods of time when registration of units by
the customers is lower (such as the holiday period), the variation happens in reported proftability.
Due to COVID-19, we expect that, there may be an impact on the project completion and hand
over, while, we would be launching new projects incurring marketing expenses, which will impact
theproft for theyear.
Steps taken or proposed to be taken for
improvement
The company is planning to have several projects with different completion dates so that there
is continuous delivery of projects throughout the period. This will take a while as there has been
delay in getting the plan sanctions and also due to market conditions, some of the projects have
to be put under hold or deferred. The company is also planning for plotted development projects
which have a shorter cycle-time and fast completion.
Expected increase in productivity and profts in
measurable terms.
The productivity of the company is growing, while, the revenue recognition is getting delayed. Due
to COVID-19 and various other uncertainties in the economy, the company is not in a position to
estimate the productivity and profts in absolute measurable terms in the near future, though, in
the long term, these imbalances are expected to even out. Collections are growing at a steady pace,
even with these imbalances

19

NOTICE 2020-21 |

Except Mr. Abhishek Kapoor none of the Directors or the Key Managerial Personnel or their relatives are in any way interested or concerned, financially or otherwise in the resolutions set out at item No. 6 of the accompanying Notice except to the extent of their Shareholding, if any in the Company.

The Board of Directors recommend the resolution for approval by the members as a SPECIAL RESOLUTION.

Resolution No.7

The shareholders vide special resolution passed on September 27, 2019 had approved the commission payable to the NonExecutive Directors based on the profits of the Company.

As per IND-AS 115 relating to recognition of revenue, revenue is recognized upon completion of the project and sale of unit to the customers. Also any extension of time to complete the projects, will lead to the revenue to be recognized on an extended timeline, while, the sales and marketing costs of the new projects being launched will be charged to the profit & loss account affecting the company’s profitability in the near future. As this is an accounting aspect in the long run, when the revenue of the projects is recognized upon completion, the same will be neutralized.

On account of the aforementioned the profit during the year and in the forthcoming years may not be adequate to pay commission and it is proposed to pay remuneration based on the recommendation of the Board of Directors, subject to the terms of Part II of Schedule V, of the Companies Act, 2013, other applicable provisions, if any, and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the same requires approval of the shareholders through a SPECIAL resolution.

Except Mr. Anup Shah, Prof. Shailaja Jha, Mr. K.G. Krishnamurthy, Non-Executive Directors none of the Directors or the Key Managerial Personnel or their relatives are in any way interested or concerned, financially or otherwise in the resolutions set out at item No. 7 of the accompanying Notice except to the extent of their Shareholding, if any in the Company.

The Board of Directors recommend the resolution for approval by the members as a SPECIAL RESOLUTION.

Resolution No. 8

Ms. Shailaja Jha was appointed by the Board of Directors of the Company with effect from February 11, 2021 as the additional director in capacity of Non-executive Independent Director of the Company on recommendation of Nomination and Remuneration Committee of the Company. Further, Ms. Shailaja Jha shall hold office upto a term of 5 years i.e., till the conclusion of 40th Annual General Meeting of the Company to be held in the year 2026 or February 10, 2026 which ever is earlier subject to approval of Shareholders of the Company in the ensuing Annual General Meeting.

Ms. Shailaja Jha has given her consent to act as Non-executive Independent Director of the Company and has furnished necessary declarations to the Board of Directors that she meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, as per the declaration received by the Company, she is not disqualified under Section 164 of the Companies Act, 2013. In terms of Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, she has confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge the duties with an objective independent judgement and without any external influence.

Ms. Shailaja Jha’s expertise and advice benefit the company in matters relating to Information Technology, Digitalisation, etc. She brings with her almost two decades of expertise in Information Technology. Annexure A provides further details.

She is a member of the Audit Committee, Nomination & Remuneration Committee of the Company.

Except Ms. Shailaja Jha, Non-Executive Independent Director, none of the directors /key managerial personnel or their relatives, is/ are directly or indirectly concerned or interested, financial or otherwise, in the resolutions set out at item No. 8 of the accompanying Notice.

The Board of Directors recommends passing of the Ordinary Resolution set out in item No.8 of the notice.

20 | PURAVANKARA LIMITED

Resolution No. 9

Mr. K G Krishnamurthy was appointed by the Board of Directors of the Company with effect from June 25, 2021 as the additional director in capacity of Non-executive Independent Director of the Company on recommendation of Nomination and Remuneration Committee of the Company. Further, Mr. K G Krishnamurthy shall hold office upto a term of 5 years i.e., till the conclusion of 40th Annual General Meeting of the Company to be held in the year 2026 or June 24, 2026 which ever is earlier, subject to approval of Shareholders of the Company in the ensuing Annual General Meeting.

Mr. K G Krishnamurthy has given his consent to act as Nonexecutive Independent Director of the Company and has furnished necessary declarations to the Board of Directors that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with SEBI ((Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, as per the declaration received by the Company, he is not disqualified under Section 164 of the Companies Act, 2013. In terms of Regulation 25(8) of SEBI ((Listing Obligations and Disclosure Requirements) Regulations, 2015, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge the duties with an objective independent judgement and without any external influence.

Mr. K G Krishnamurthy’s expertise in the field of finance, strategic financial planning, identifying key risks for the business in a wide range of areas including legal and regulatory will benefit the company. Annexure A provides further details.

During his tenure Mr. K.G. Krishnamurthy will attain the age of 70 years on April 24, 2026, hence this resolution is proposed as a Special Resolution.

Except Mr. K G Krishnamurthy, Non-Executive Independent Director, none of the directors /key managerial personnel or their relatives, is/ are directly or indirectly concerned or interested, financial or otherwise, in the resolution set out at item No.9 of the accompanying Notice.

The Board of Directors recommends passing of the Special Resolution set out in item No. 9 of the notice.

BY ORDER OF THE BOARD OF DIRECTORS FOR PURAVANKARA LIMITED

NANI R. CHOKSEY VICE CHAIRMAN & WHOLE-TIME DIRECTOR DIN : 00504555

Bengaluru 01.09.2021

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Annexure - A

DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING.

(Pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

III. Other Information

III. Other Informaton III. Other Informaton
Name of the Director ABHISHEK NIRANKAR KAPOOR
Date of birth 02-02-1975
Date of appointment 11.09.2019
Relationship with directors NIL
Expertise in specifc functional areas As stated in the explanatory statement
Board membership of all companies as on March 31, 2021 As stated in the explanatory statement
Chairman/ member of the committee of the board of directors of
Puravankara Limited, as on March 31, 2021
As stated in the explanatory statement
Number of shares held in the company as on March 31, 2021 NIL
CHAIRMAN/MEMBER OF THE COMMITTEE OF DIRECTORS OF OTHER COMPANIES
IN WHICH HE/ SHE IS A DIRECTOR AS ON MARCH 31, 2021.
Audit Committee As stated in the explanatory statement
Name of the Director Ms.Shailaja Jha Mr.K G Krishnamurthy
Date of birth 26/09/1965 29/04/1956
Date of appointment February11,2021 June 25,2021
RelationshipDirectors NIL NIL
Expertise
in
specifc
functional areas
Ms. Shailaja Jha researches IT Business Alignment.
Enables leverage of technologies for digital
information Artifcial Intelligence & Machine
Learning.
She has also served the Government of India as a
Civil Servant for almost a decade.
Mr. K G Krishnamurthy has a vast experience of
over three decades in the real-estate sector and has
been widely consulted by the industry on real estate
matters. He has advised International and Domestic
real estate funds having an aggregate corpus of INR
71 billion and has offered his services to the Asian
Development Bank to develop a housing package
for Project affected individuals under Karnataka
Urban Infrastructure Project and also to the USAID
to build upa mortgage market in Sri Lanka.

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Qualifcation MMS degree from Birla Institute of Technology &
Science, Pilani; PMI certifed Project Management
Professional and an AWS certifed solutions
architect.
Degree in Architecture form IIT-Kharagpur and
Management Degree from Jamnalal Bajaj Institute
of Management, Mumbai
Board membership of all
Companies as on March
31, 2021
NIL
Booker India Limited

Shriram Properties Limited

Vascon Engineers Limited

MMK Toll Private Limited

Ajmer Realty& Infra Limited
Chairman/Member
of
the committee of the
Board of Directors of
Puravankara Limited, as
on March 31,2021

Audit Committee – Member

Nomination & Remuneration Committee –
Member
NIL
Number of shares held
in the Company as on
March 31,2021
NIL NIL
Pecuniary Relationship NIL except sitting fees/ commission/ remuneration
payable to Non-Executive Independent Director
NIL except sitting fees/ commission/ remuneration
payable to Non-Executive Independent Director

CHAIRMAN/MEMBER OF THE COMMITTEE OF DIRECTORS OF OTHER COMPANIES IN WHICH HE/SHE IS A DIRECTOR AS ON MARCH 31, 2021

ON MARCH 31, 2021
Audit Committee NIL
Booker India Limited – Chairman

Vascon Engineers Limited – Member

MMK Toll Private Limited - Chairman
Stakeholders’ Committee NIL
Shriram Properties Limited – Chairman

Vascon Engineers Limited – Chairman
Nomination &
Remuneration
Committee
NIL
Ajmer Realty & Infra India Limited – Member

Booker India Limited – Member

Shriram Properties Limited – Member

Vascon Engineers Limited – Chairman

MMK Toll Private Limited - Chairman

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