RPP INFRA PROJECTS LIMITED

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Registered Office: S. F. No. 454, Raghupathynaiken Palayam, Railway Colony Post, Poondurai Road, Erode, Tamil Nadu – 638002. Tel:0424-2284077; Mail: [email protected] Website: www.rppipl.com; CIN: L45201TZ1995PLC006113

NOTICE

Notice is hereby given that the 26[th ] Annual General Meeting (AGM) of the Members of R.P.P Infra Projects Limited (“the Company”) will be held on Thursday, 30[th] September 2021 at 2:00 P.M. through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM), which will be deemed to be held in registered office of the Company at S F No. 454, Raghupathynaiken Palayam, Railway Colony Post, Poondurai Road, Erode - 638 002, Tamil Nadu to transact the following businesses:

Ordinary Business:

To receive, consider and adopt the Standalone Audited Financial Statements and Consolidated Audited Financial Statements of the Company for the financial year ended on 31[st] March 2021, the Reports of the Auditors thereon along with Report of Board along with attachment and annexures.

Special Business:

2. Re-appointment of Mr. Rangasamy Kulanthasamy (DIN: 07103549) as an Independent Director:

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and Companies (Appointment and Qualification of Directors) Rules, 2014 and Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Mr.Rangasamy Kulanthasamy (DIN: 07103549), who holds office of Independent Director up to 13[th] November 2021 and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI LODR be and is hereby re-appointed as an Independent Director of the Company for a second term of five consecutive years commencing from 14[th] November 2021 upto 13[th] November 2026.”

3. Re-appointment of Mr. Sundararajan (DIN: 07647740) as an Independent Director:

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and Companies (Appointment and Qualification of Directors) Rules, 2014 and Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Mr. Sundararajan (DIN: 07647740), who holds office of Independent Director up to 13[th] November 2021 and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI LODR be and is hereby re-appointed as an Independent Director of the Company for a second term of five consecutive years commencing from 14[th] November 2021 upto 13[th] November 2026.”

4. Ratification of Remuneration to Cost Auditor

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to Mr. R. Gopal, Cost Accountant (M.No.26068) appointed as the Cost Auditor of the Company by the Board of Directors of the Company to conduct the audit of cost records of the Company for the financial year 202021, amounting to Rs. 1.20 Lakh (Rupees One Lakh and Twenty Thousand Only) excluding taxes and reimbursement, be and is hereby ratified and confirmed.”

5. Approval of material related party transactions with P & C Projects Private Limited (Construction of integrated storm water drain in North Korattur lake watershed in Kosasthalaiyar basin)

RPP INFRA PROJECTS LIMITED

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To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 consent of the members of the Company be and is hereby accorded for the contract entered between Company and P & C Projects Private Limited for the contract value of Rs.174.03 Crores or further sum as may be varied as per the term entered with Government.”

6. Approval of material related party transactions with P & C Projects Private Limited (Four Laning of Gobi - Erode Section)

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 consent of the members of the Company be and is hereby accorded for the contract entered between Company and P & C Projects Private Limited for the contract value of Rs. 272.54 Crores or further sum as may be varied as per the term entered with Government.”

7. Approval of material related party transactions with P & C Projects Private Limited (Strengthening and widening (Four Lane) of Tirunelveli-Sengottai-Kollam Road)

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 consent of the members of the Company be and is hereby accorded for the contract entered between Company and P & C Projects Private Limited for the contract value of Rs. 254.13 Crores or further sum as may be varied as per the term entered with Government”.

8. Approval of material related party transactions with Renaatus Projects Private Limited (Upgradation of Mohanur - Namakkal – Senthamangalam - Rasipuram Road)

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 consent of the members of the Company be and is hereby accorded for the contract entered between Company and Renaatus Projects Private Limited for the contract value of Rs. 171.70 Crores or further sum as may be varied as per the term entered with Government.”

9. Approval of material related party transactions with Renaatus Projects Private Limited (Upgrading of Malliyakarai – Rasipuram – Tiruchengode - Erode Road)

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 consent of the members of the Company be and is hereby accorded for the contract entered between Company and Renaatus Projects Private Limited for the contract value of Rs. 199.60 Crores or further sum as may be varied as per the term entered with Government.”

10. Approval of material related party transactions with P & C Projects Private Limited (Taking on sub-contract four laning of Gobi - Erode Section)

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 consent of the members of the Company be and is hereby accorded to the sub-contract by M/s. P&C RPP JV (JV where RPP Infra Projects Limited holds 5%) with P & C Projects Private Limited for the entire contract value of Rs. 272.54 Crores or further sum as may be varied as per the contract/ agreement entered with Government”

RPP INFRA PROJECTS LIMITED

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11. Approval of material related party transactions with P & C Projects Private Limited (Taking on sub-contract strengthening and widening (Four Lane) of Tirunelveli - Sengottai - Kollam Road)

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

”RESOLVED THAT pursuant to the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 consent of the members of the Company be and is hereby accorded to the sub-contract by M/s. P&C RPP JV (JV where RPP Infra Projects Limited holds 5%) with P & C Projects Private Limited for the entire contract value of Rs. 254.13 Crores or further sum as may be varied as per the contract/ agreement entered with Government.”

12. Approval of material related party transactions between Company with Renaatus Projects Private Limited (Taking on sub-contract upgradation of Mohanur - Namakkal – Senthamangalam - Rasipuram Road)

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT consent of the members of the Company be and is hereby accorded to the sub-contract entered by Company with M/s. Renaatus- RPP JV (JV where RPP Infra Projects Limited holds 20%) for the entire contract value of Rs. 171.70 Crores or further sum as may be varied as per the contract/ agreement entered with Government”

13. Approval of material related party transactions with Renaatus Projects Private Limited (Taking on subcontract upgrading Cuddalore–Madapattu Section)

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 consent of the members of the Company be and is hereby accorded to the sub-contract by M/s. RPP-RK JV (JV where RPP Infra Projects Limited holds 60% and is lead partner) with Renaatus Projects Private Limited for the entire contract value of Rs. 231.77 Crores or further sum as may be varied as per the contract/ agreement entered with Government.”

By Order of the Board of Directors of the Company For RPP Infra Projects Limited

-SdPradeep Kumar Nath Company Secretary Date :19[th] August 2021 Place: Erode

Note:

Pursuant to the Circular No. 14/2020 dated April 08, 2020 as further extended by Circular No. 10/2021 dated June 23, 2021, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
In view of the massive outbreak of the COVID-19 pandemic, social distancing is to be a pre-requisite and pursuant to the Circular No. 14/2020 dated April 08, 2020 as further extended issued by the Ministry of Corporate Affairs, physical attendance of the Members to the AGM venue is not required. Hence, Members may attend and participate in the ensuing AGM though VC/OAVM. In compliance with the relevant Circulars and other applicable provisions of the Act, the 26[th] Annual General Meeting of the Members of the Company (the “AGM”), is being conducted through VC. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
The Explanatory Statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013, read with the relevant Rules made thereunder (the “Act”), setting out the material facts and reasons, in respect of Special Business of this Notice, is annexed herewith.
Those Shareholders whose email ID is not registered, are requested to register their email ID with the Registrar & Share Transfer Agent (R&STA) at [email protected] by providing their Name as registered with the R&STA, Address, email ID, PAN, DPID/Client ID or Folio Number and Number of shares held by them.

RPP INFRA PROJECTS LIMITED

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The Members can join the AGM through VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for first 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 and Remuneration Committee and Stakeholders Relationship Committee, Auditors, who are allowed to attend the AGM without restriction on account of first come first served basis.
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.
The Members will be allowed to pose questions during the course of the Meeting. The queries can also be given in advance at [email protected] or at [email protected].
Documents referred to in the Notice calling the AGM and the Explanatory Statement are available for inspection at Registered Office by the Members on working day from 10 AM to 1 PM other than Saturday.
Certain documents referred to above would also be made available on the website.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), 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 Central Depository Services (India) Limited (CDSL) 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 venue voting on the date of the AGM will be provided by CDSL.
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.rppipl.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 CDSL (agency for providing the Remote Voting facility) i.e., www.evotingindia.com
AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, which exemption has been extended up to 31[st] December 2021 through MCA Circular No. 10/2021 dated June 23, 2021.
The Board of Directors has appointed Mr. Gouri Shanker Mishra, Partner, BGS MISHRA & Associates, Company Secretaries LLP as Scrutinizer to scrutinize the remote e-voting and e-voting at the AGM in a fair and transparent manner and to submit report thereon
Since AGM is held through VC/OAVM, route map for the venue of the AGM has not been provided.

INTRUCTIONS FOR SHAREHOLDERS IN RELATION TO E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

(i) The remote e-voting period begins on Monday, 27[th] September 2021 at 9:00 A.M. (IST) and ends on Wednesday, 29[th] September 2021 at 5:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Thursday, 23[rd] September 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote on the date of meeting.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
(iv) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of

RPP INFRA PROJECTS LIMITED

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Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(v) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.
(vi) Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Individual sha	reholders holding securities in Demat mode CDSL/NSDLis given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing 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 arehttps://web.cdslindia.com/myeasi/home/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 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 e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLoginThe system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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 name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If the user is 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 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
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. After Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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. CDSL and NSDL

RPP INFRA PROJECTS LIMITED

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Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	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

(vii) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(x) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xi) Click on the EVSN for the relevant on which you choose to vote.

RPP INFRA PROJECTS LIMITED

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(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xvii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] or [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER: (E-VOTING TO BE HELD ON 30[TH] SEPTEMBER 2021)

The procedure for attending meeting & e-Voting on the day of the AGM/ AGM is same as the instructions mentioned above for e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

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Registered Office: S. F. No. 454, Raghupathynaiken Palayam, Railway Colony Post, Poondurai Road, Erode, Tamil Nadu – 638002. Tel:0424-2284077; Mail: [email protected]

Website: www.rppipl.com; CIN: L45201TZ1995PLC006113

Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile 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.
Shareholders who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 3 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at ([email protected]). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 3 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at ([email protected]). These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting, which is relevant. Chairman will exercise the discretion of the time to be allowed in this regard.
Only those shareholders, who are 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 available during the AGM.
If any votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES.

For Physical shareholders- please provide necessary details like 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 Company/ RTA email id .
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP).
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

OTHER INFORMATION:

A. Only those shareholders of the Company who are holding shares either in physical form or in dematerialized form, as on the cut-off date (i.e. Thursday, 23[rd] September 2021 ), shall be entitled to cast their vote either through remote e-voting or through venue e-voting through VC/ OAVM at the AGM, as the case may be. Any person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
B. The remote e-voting period begins on Monday, 27[th] September 2021 at 9:00 A.M. (IST) and ends on Wednesday, 29[th] September 2021 at 5:00 P.M. (IST). The remote e-voting module shall be disabled by CDSL for voting thereafter.

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C. The Members who have casted their vote by remote e-voting prior to the AGM may also attend and participate in the proceedings of the AGM through VC/OAVM but shall not be entitled to cast their votes again.
D. The shareholders can opt for only one mode of voting i.e. remote e-voting or venue voting through VC/OAVM at the AGM. In case of voting by both the modes, vote cast through remote e-voting will be considered final and e-voting through VC/OAVM at AGM will not be considered.
E. The Board of Directors has appointed Mr. Gouri Shanker Mishra, Partner, BGS MISHRA & Associates, Company Secretaries LLP as Scrutinizer to scrutinize the remote e-voting and e-voting at the AGM in a fair and transparent manner and to submit report thereon.
F. The e-voting details will be provided by CDSL and details of members if required, shall be confirmed with Registrar and Share Transfer Agents, Cameo Corporate Services Limited.
G. Scrutinizer shall not later than 48 hours of the conclusion of the AGM prepare and provide a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to each of the resolution and provide the same to the Chairman or a person authorized by him in writing and such person may declare the result of the voting forthwith.
H. The results declared along with the Scrutinizers Report shall be placed on the Company’s website at www.rppipl.com and on the website of CDSL at www.evotingindia.com immediately and on the Notice Board of the Company at its registered office after the result is declared.
I. The Members holding equity shares in physical form are requested to intimate to the Registrar and Share Transfer Agents (R&STA), M/s. Cameo Corporate Services Limited, (Unit: R.P.P Infra Projects Limited), by writing to them at Subramanian Building, No.1, Club House Road, Anna Salai, Chennai – 600 002, or by e-mail to [email protected] regarding change of address, if any, at the earliest, quoting their registered folio number. Change of address in respect of shares held in dematerialized form is required to be intimated to the concerned Depository Participant.
J. Members holding shares in more than one folio in identical order of names are requested to write to Registrar & Share Transfer Agent enclosing their share certificates to enable them to consolidate the holdings in one folio to facilitate better service.
K. Pursuant to Section 124 of the Companies Act, 2013, all dividends remaining unclaimed or unpaid for seven years from the date of transfer to Company’s unpaid dividend account are required to be transferred to the “Investor Education and Protection Fund” (IEPF) established by the Central Government under the amended provisions of the Companies Act, 2013.

The following statement showing the details of transfer:

S.No.	Financial year	Amount paid/To be paid (H)	Year of transfer to IEPF
1	2013-14	6199.00	September, 2021
2	2014-15	7755.00	September, 2022
3	2015-16	66586.00	September, 2023
4	2016-17	132996.00	September, 2024
5	2017-18	44172.50	September, 2025
6	2018-19	Nil	NA
7	2019-20	Nil	NA

L. Members, who have not en cashed the dividend so far in respect of the aforesaid period, are requested to make their claim to Share Transfer Agent / Compliance Officer of the company at the earliest.
M. As per the MCA General Circular 17/2020 dated April 13, 2020 as extended by MCA Circular No. 10/2021 dated June 23, 2021, the Notice of the AGM has been sent through electronic mode to only those Members whose email IDs are registered with the Company/ Depository participant. Further, updation, if any, will be provided on the website of the Company at www.rppipl.com.
N. In view of the extraordinary circumstances due to COVID-19 pandemic prevailing in the country, MCA vide its Circular No. 14/2020 had clarified that social distancing is a pre-requisite in the current scenario and in reference to clarifications/ Guidance on applicability of Secretarial Standards on General Meetings (SS-2) dated April 15, 2020, the Company will hold the AGM through VC/OAVM, without the physical presence of the Members at Registered office address S F No. 454, Raghupathynaiken Palayam, Railway Colony Post, Poondurai Road, Erode - 638 002, Tamil Nadu, on Thursday the 30[th] September 2021 at 2.00 P.M In view of the directions from MCA, the Meeting is being convened through VC/OAVM and physical presence of the Members are not required at the venue and that the proceedings of the AGM conducted shall be deemed to be made at this venue.

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

Pursuant to Section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to the Special Business:

RPP INFRA PROJECTS LIMITED

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Item No 2 and No 3:

Mr. Rangasamy Kulanthasamy (DIN: 07103549) and Mr. Sundararajan (DIN: 07647740), were appointed as an Independent Directors of the Company pursuant to Section 149 of the Companies Act, 2013 (“the Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Agreement as applicable, by the Shareholders at the 22[nd] Annual General Meeting (AGM).

After taking into account the performance evaluation of these independent directors, during their first term of five years and considering the knowledge, acumen, expertise and experience in their respective fields and the substantial contribution made by these Directors during their tenure as an independent director since their appointment, has recommended to the Board that continued association of these directors as an independent directors would be in the interest of the Company.

Based on the above, the Nomination & Remuneration Committee and the Board has recommended the reappointment of these Directors as independent directors on the Board of the Company, to hold office for the second term of five consecutive years commencing from 14[th] November 2021 upto 13[th] November 2026.

Brief profile of the above Independent Directors is given as Annexure to this explanatory statement. The above directors have given a declaration to the Board that they meet the criteria of independence as provided in Section 149(6) of Act and Regulation 16 of the SEBI LODR Regulation, 2015 and has also complied with other formalities as required to do in this relation.

In terms of proviso to sub-section (5) of Section 152, the Board of Directors is of the opinion that Mr. Rangasamy Kulanthasamy (DIN: 07103549) and Mr. Sundararajan (DIN: 07647740), fulfill the conditions specified in the Act for their appointment as an Independent Directors.

The Company has also received from the above Directors:

(i) The consent in writing to act as Director,
(ii) intimation that they are not disqualified under section 164(2) of the Companies Act, 2013 and
(iii) a declaration to the effect that they are not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI).

A copy of the draft letter for the appointment of the above Directors as Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day and the same has also been put up on the Company website www.rppipl.com

Mr. Rangasamy Kulanthasamy and Mr. Sundararajan are concerned and/ or interested in the resolutions relating to their own appointment. None of the other Directors, Key Managerial Personnel and relatives thereof are concerned or interested in the Resolutions.

The Board recommends both resolutions for re-appointment of independent directors for approval of the members.

Item No. 4

In accordance with the provisions of Section 148 of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014 (the Rules), the Company is required to appoint a cost auditor to audit the cost records of Company and the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company.

The Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment of Mr. R. Gopal, Cost Accountant (M.No.26068) as Cost Auditor to conduct the audit of the cost records of the Company for the financial year 2020-21 at a remuneration of Rs. 1.20 Lakh (Rupees One Lakh and Twenty Thousand Only) excluding taxes as applicable and re-imbursement of travel and out of pocket expenses incurred by him. In view of the requirement of the Act as set out above, the approval of members is required to ratify the remuneration payable to the Cost Audit for the financial year 2020-21 and hence being placed for approval of members.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the aforementioned resolution.

The Board recommends the resolution for approval of the members.

RPP INFRA PROJECTS LIMITED

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Item No. 5

Company has made a bid of tender along with P & C Projects Private Limited (P&C) with Greater Chennai Corporation for construction of integrated storm water drain pursuant to joint bidding agreement for joint venture. As per the agreement, the bid was to have joint venture (JV) agreement where JV partners RPP and P&C had agreed for 49% and 51% respectively and P&C will be lead member. Greater Chennai Corporation has issued letter of acceptance dated 27[th] January 2021 pursuant to the bid and work of integrated storm water drain of Rs. 174.03 Crores was allotted.

Joint bid is the standard procedure for quoting of the tender and Company being in execution of the Government contract, it would be difficult for it to quote for the contract of big size, unless the work is taken along with other joint venture partners. Joint bid serves various requirement of tenders including eligibility due to techno-financial, techno-techno or financial- financial conditions. Post award of the work, Company said agreement/ contract to be entered was approved by Audit Committee.

The agreement for the execution of the contract is on commercial term as prevalent generally in the industry and is in ordinary course of business and at arm’s length and beneficial to interest of the Company and shareholders. Further, the agreement is in ordinary course of business and at arm’s length, it did not require the approval under Companies Act, 2013. However, pursuant to SEBI (LODR) Regulation, 2015 it would amount to material related party transaction due to the value of the contract.

The said agreement/ contract with JV partner for formation of JV is in ordinary course of business and at arm’s length and hence outside Section 188 and did not require any approval under Companies Act, 2013. However, said contract has been decided to be placed for approval of the shareholder pursuant to Regulation 23 of SEBI (LODR) Regulation, 2015.

Details of the contract:

Name(s) of the related party	P & C Projects Private Limited
Nature of transaction	P&C RPP JV (A Firm in which the company “RPP Infra Projects Limited’’ is holding 49 % and “P & C Projects Private Limited” holding 51% and is also lead partner)
Period of transaction	2 to 5 years subject to Government extension
Maximum amount of transactions	Rs.174.03 Crores
Contracted price/value	Rs.174.03 Crores
Variation	As may be subsequently agreed to
Details of Contract	“Greater Chennai Corporation (Package2 - Outfall 1) “Construction of Integrated Storm Water Drain in North Korattur lake Watershed in Kosasthalaiyar basin in the extended areas of Greater Chennai Corporation.

The contract has been duly entered and presented to the Government as per the terms agreed in bid and hence needs to be completed as agreed. Withdrawal from the contract will attract the cost/ penalties from the Government Department and will have major repercussion on the Company.

As informed, this transaction is being agreement with a related party, related party will not vote in the resolution.

All the promoters and promoter directors namely Mrs. A. Nithya and Mr. P Arulsundaram, will be deemed to be interested in this resolution. None of the other Directors, Key Managerial Personnel and relatives thereof are concerned or interested in the Resolutions.

Board of Directors recommend the resolution for approval of the members.

RPP INFRA PROJECTS LIMITED

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Item No.6

Company has made a bid of tender along with P & C Projects Private Limited (P&C) with Tamilnadu Road Sector Project II, Govt of Tamilnadu for Four Laning of Gobi - Erode Section of SH-15 pursuant to joint bidding agreement for joint venture. As per the agreement, the bid was to have joint venture (JV) agreement where JV partners RPP and P&C had agreed for 05% and 95% respectively and P&C will be lead member. Tamilnadu Road Sector Project II, Govt of Tamilnadu has issued letter of acceptance dated 25[th] February 2021 pursuant to the bid and work of integrated storm water drain of Rs. 272.54 Crores was allotted.

Details of the contract:

Name(s) of the related party	P & C Projects Private Limited
Nature of transaction	P&C RPP JV (A Firm in which the company “RPP Infra Projects Limited’’ is holding 05% and “P & C Projects Private Limited” holding 95% and is also lead partner
Period of transaction	2 to 5 years subject to Government extension
Total Value of the Contract	Rs. 272.54 Crores
Contracted price/ Value	Rs. 272.54 Crores by (P&C RPP JV)
Detail of Contract	Tamilnadu Road Sector Project II, Govt of Tamilnadu” Four Laning of Gobi - Erode Section of SH-15 ("The Project State Highway") from Km 123+000 to Km 153+600.) through P&C RPP JV.

As informed, this transaction is being agreement with a related party, related party will not vote in the resolution.

Board of Directors recommend the resolution for approval of the members.

Item No. 7

Company has made a bid of tender along with P & C Projects Private Limited (P&C) with Tamilnadu Road Sector Project II, Govt of Tamilnadu for strengthening and widening (Four Lane) of Tirunelveli - Sengottai - Kollam Road of SH-39 pursuant to joint bidding agreement for joint venture. As per the agreement, the bid was to

RPP INFRA PROJECTS LIMITED

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have joint venture (JV) agreement where JV partners RPP and P&C had agreed for 5% and 95% respectively and P&C will be lead member. Tamilnadu Road Sector Project II, Govt of Tamilnadu has issued letter of acceptance dated 15th February 2021 pursuant to the bid and work of integrated storm water drain of Rs. 254.13/- Crores was allotted.

Details of the contract:
Name(s) of the related party	P & C Projects Private Limited
Nature of transaction	P&C RPP JV (A Firm in which the company “RPP Infra Projects Limited’’ is holding 05% and“P & C Projects Private Limited”holding 95% and is also lead partner)
Period of transaction	2 to 5 years subject to Government extension
Maximum amount of transactions	Rs. 254.13 Crores
Contracted price/value	Rs. 254.13 Crores
Variation	As may be subsequently agreed to
Details of Contract	Tamilnadu Road Sector Project II, Govt of Tamilnadu ”Strengthening and Widening (Four Lane) of Tirunelveli - Sengottai - Kollam Road of SH-39 from Km 27+700 to Km 50+600 (Package-II)

As informed, this transaction is being agreement with a related party, related party will not vote in the resolution.

Board of Directors recommend the resolution for approval of the members.

Item No.8

Company has made a bid of tender along with Renaatus Projects Private Limited (Renaatus) with Highways And Minor Ports Department-Chennai- Kanyakumari Industrial Corridor Project for upgradation of Mohanur - Namakkal – Senthamangalam - Rasipuram Road, whose details are provided below pursuant to joint bidding agreement for joint venture. As per the agreement, the bid was to have joint venture (JV) agreement where JV partners RPP and Renaatus had agreed for 20% and 80% respectively and Renaatus will be lead member. Highways And Minor Ports Department has issued letter of acceptance dated 26[th] February 2021 pursuant to the bid and work of Rs. 171.70 Crores was allotted.

RPP INFRA PROJECTS LIMITED

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The said agreement/ contract with JV partner for formation of JV is in ordinary course of business and at arm’s length and hence outside Section 188 and did not required any approval under Companies Act, 2013. However, said contract has been decided to be placed for approval of the shareholder pursuant to Regulation 23 of SEBI (LODR) Regulation, 2015.

Details of the contract:

Name(s) of the related party	Renaatus Projects Private Limited
Nature of transaction	Renaatus- RPP JV (A Firm in which the company “RPP Infra Projects Limited’’ is holding 20% and “Renaatus Projects Private Limited” holding 80% and is also lead partner)
Period of transaction	5 to 7 years subject to Government extension
Maximum amount of transactions	Rs. 171.70 Crores
Contracted price/value	Rs. 171.70 Crores
Variation	As may be subsequently agreed to
Details of Contract	Highways And Minor Ports Department- Chennai- Kanyakumari Industrial Corridor Project” Upgradation of Mohanur - Namakkal – Senthamangalam - Rasipuram Road (SH 95) from km 25/000 to km 54/000 (Design Ch. 25+065 to Ch. 56+565) to two lane with paved shoulders including construction of new bypasses at 5 locations and maintenance of entire project stretch of 31.500 km for 7 years”(in the State of Tamil Nadu on Engineering, Procurement and Construction (EPC) Mode)

As informed, this transaction is being agreement with a related party, related party will not vote in the resolution.

Board of Directors recommend the resolution for approval of the members.

Item No.09

Company has made a bid of tender along with Renaatus Projects Private Limited (Renaatus) with Highways and Minor Ports Department-Chennai- Kanyakumari Industrial Corridor Project for Upgrading of Malliyakarai – Rasipuram – Tiruchengode - Erode Road, whose details are provided below pursuant to joint bidding agreement for joint venture. As per the agreement, the bid was to have joint venture (JV) agreement where JV partners RPP and Renaatus had agreed for 80% and 20% respectively and RPP will be lead member. Highways And Minor Ports Department has issued letter of acceptance dated 26[th] February 2021 pursuant to the bid and work of Rs. 199.60 Crores was allotted.

RPP INFRA PROJECTS LIMITED

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Details of the contract:	Details of the contract:
Name(s) of the related party	Renaatus Projects Private Limited
Nature of transaction	RPP–Renaatus JV (A Firm in which the company “RPP Infra Projects Limited’’ is holding 80% is also lead partner and “Renaatus Projects Private Limited” holding 20%)
Period of transaction	3 to 9 years subject to Government extension
Maximum amount of transactions	Rs.199.60 Crores
Contracted price/value	Rs.199.60 Crores
Variation	As may be subsequently agreed to
Details of Contract	Upgrading of Malliyakarai – Rasipuram – Tiruchengode - Erode Road (SH 79) from km 83/350 to km 91/100 to Four lane with paved shoulders and Construction of Two Lane Elevated Corridor from Ch. 91/100 to Km 94/170 including Service road on either side and providing ramp to Sankagiri Pallipalayam Road from km 15/367 to km 15/700 (Design Chainage 0/000 to 0/333) and maintenance of entire project stretch of 11.153 km for a period of 7 years”(in the State of Tamil Nadu on Engineering, Procurement and Construction (EPC) Mode)

As informed, this transaction is being agreement with a related party, related party will not vote in the resolution.

Board of Directors recommend the resolution for approval of the members.

Item No.10

Company along with P & C Projects Private Limited had applied for a tender with Tamilnadu Road Sector Project II, Govt of Tamilnadu pursuant to joint bidding agreement for award of the work particulars of which is provided below. As per the agreement, the bid was to have joint venture (JV) agreement where JV partners RPP and P&C had agreed for 5% and 95% respectively and P&C will be lead member. Tamilnadu Road Sector

RPP INFRA PROJECTS LIMITED

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Project II, Govt of Tamilnadu has awarded the said tender to the JV vide their letter dated 25[th] February 2021 of Rs. 272.54 Crores.

Post award of the work, JV has entered into agreement and did the needful for completion of formalities as agreed in tender. Subsequently, the other JV partner, P & C Projects Private Limited, has proposed to take the complete project and execute the same by itself and JV has decided to enter into subcontract JV and decided to provide the complete work on subcontract basis to P & C Projects Private Limited, which was approved by Audit Committee. Even otherwise Company has only 5% stake in JV and 95% of the stake is with P&C Constructions. Audit Committee has noted that subcontract for the entire work is on commercial term as prevalent generally in the industry and is in ordinary course of business and at arm’s length and beneficial to interest of JV, Company and shareholders.

The sub-contract entered is in ordinary course of business and at arm’s length and hence outside Section 188 and did not require any approval under Companies Act, 2013. However, said contract has been decided to be placed for approval of the shareholder as the transaction along with other transactions with same related party due to the value of the contracts taken together may amount to material related party transaction under Regulation 23 of SEBI (LODR) Regulation, 2015.

Details of the sub-contract:	Details of the sub-contract:
Name(s) of the related party	P & C Projects Private Limited
Nature of transaction	Sub contract with P&C RPP JV by P & C Projects Private Limited (A Joint Venture in which the company “RPP Infra Projects Limited’’ with holding 05% and “P & C Projects Private Limited” holds 95% is a lead partner.
Period of transaction	2 to 5 years subject to Government extension
Total Value of the Contract	Rs. 272.54 Crores
Contracted price/ Value	Rs. 272.54 Crores by (P&C RPP JV)
Detail of Contract	Tamilnadu Road Sector Project II, Govt of Tamilnadu” Four Laning of Gobi – Erode Section of SH-15 (“The Project State Highway”) from Km 123+000 to Km 153+600.) through P&C RPP JV.

As informed, this transaction is entered by the joint venture company with related party P & C Projects Private Limited, related party will not vote in the resolution.

Board of Directors recommend the resolution for approval of the members

Item No.11

Post award of the work, JV has entered into agreement and did the needful for completion of formalities as agreed in tender. Subsequently, P & C Projects Private Limited, JV partner has proposed to take the complete project and execute the same by itself and JV has decided to enter into subcontract to provide the complete work on subcontract basis to P & C Projects Private Limited, which was approved by Audit Committee. Even otherwise Company has only 5% stake in JV and 95% of the stake is with P&C Constructions. Audit Committee has noted that subcontract is on commercial term as prevalent generally in the industry and is in ordinary course of business and at arm’s length and beneficial to interest of JV, Company and shareholders.

RPP INFRA PROJECTS LIMITED

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The sub-contract entered is in ordinary course of business and at arm’s length and hence outside Section 188 and did not required any approval under Companies Act, 2013. However, said contract has been decided to be placed for approval of the shareholder as the transaction along with other transactions with same related party due to the value of the contracts taken together may amount to material related party transaction under Regulation 23 of SEBI (LODR) Regulation, 2015 .

Details of the contract:

Name(s) of the related party	P & C Projects Private Limited
Nature of transaction	Sub contract with P&C RPP JV by P & C Projects Private Limited (A Joint Venture in which the company “RPP Infra Projects Limited’’ with holding 05% and “P & C Projects Private Limited”holds 95% is a lead partner.
Period of transaction	2 to 5 years subject to Government extension
Total Value of the Contract	Rs. 254.13 Crores
Contracted price/ Value	Rs. 254.13 Crores by (P&C RPP JV)
Detail of Contract	Tamilnadu Road Sector Project II, Govt of Tamilnadu ”Strengthening and Widening (Four Lane) of Tirunelveli - Sengottai - Kollam Road of SH-39 from Km 27+700 to Km 50+600 (Package-II)through P&C RPP JV.

As informed, this transaction is being subcontract with a related party, related party will not vote in the resolution.

Board of Directors recommend the resolution for approval of the members.

Item No.12

Company has made a bid of tender along with Renaatus Projects Private Limited (Renaatus) with Highways and Minor Ports Department-Chennai- Kanyakumari Industrial Corridor Project for Upgradation of Mohanur - Namakkal – Senthamangalam - Rasipuram Road (SH 95), whose details are provided below pursuant to joint bidding agreement for joint venture. As per the agreement, the bid was to have joint venture (JV) agreement where JV partners RPP and Renaatus had agreed for 20% and 80% respectively and Renaatus will be lead member. Highways And Minor Ports Department has issued letter of acceptance dated 26[th] February 2021 pursuant to the bid and work of Rs. 171.70 Crores was allotted.

Further to the acceptance, all formalities has been completed by the JV. Company thereafter has decided to obtain the subcontract of the entire value of the agreement from the JV. Said subcontract has been approved by the Audit Committee and Board and then has been executed by the Company. Even otherwise Company had 80% stake in JV and 20% of the stake is with Renaatus. As per Audit Committee the contract is in ordinary course of business and at arm’s length and beneficial to interest of JV and Company and shareholders.

The said sub-contract with JV is in ordinary course of business and at arm’s length and hence outside Section 188 and did not require any approval under Companies Act, 2013. However, said contract has been decided to be placed for approval of the shareholder pursuant to Regulation 23 of SEBI (LODR) Regulation, 2015.

Details of the sub-contract:	Details of the sub-contract:
Name(s) of the related party	Renaatus- RPP JV (A Firm in which the company “RPP Infra Projects Limited’’ is holding 20% and “Renaatus Projects Private Limited” holding 80% and is also lead partner) and Further Subcontract to RPP
Nature of transaction	Sub contract from Renaatus- RPP JV by RPP Infra Projetcs Limited (A Joint Venture in which the company “RPP Infra Projects Limited’’ with holding 20% and “Renaatus Projects Private Limited” holds 80% and is a leadpartner.
Period of transaction	5 to 7 years subject to Government extension
Maximum amount of	Rs. 171.70 Crores

RPP INFRA PROJECTS LIMITED

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transactions
Contracted price/value	Rs. 171.70 Crores
Variation	As may be subsequently agreed to
Details of Contract	Highways And Minor Ports Department- Chennai- Kanyakumari Industrial Corridor Project ” Upgradation of Mohanur - Namakkal – Senthamangalam - Rasipuram Road (SH 95) from km 25/000 to km 54/000 (Design Ch. 25+065 to Ch. 56+565) to two lane with paved shoulders including construction of new bypasses at 5 locations and maintenance of entire project stretch of 31.500 km for 7 years”(in the State of Tamil Nadu on Engineering, Procurement and Construction (EPC) Mode)

As informed, this transaction is being agreement/subcontract with a related party, related party will not vote in the resolution.

Board of Directors recommend the resolution for approval of the members.

Item No.13

Company along with RK Infracorp Private Limited (RK) had applied for a tender with Highways Department, Govt of Tamilnadu pursuant to joint bidding agreement dated 11[th] July 2020 for award of the work particulars of which is provided below. As per the joint bid agreement, the bid was by way of joint venture (JV) agreement where JV partners RPP and RK had agreed for 60% and 40% respectively and RPP was lead partner. Highway Department has awarded the said tender to the JV vide their letter dated 31[st] December 2020.

Post award of the work, JV has entered into agreement and did the needful for completion of formalities as agreed in tender. Subsequently, with one of the related party of the Company, Rennatus Projects Private Limited, the JV decided to enter into subcontract for Rs. 10 Crores. Said subcontract was approved by Audit Committee. JV later decided to provide the complete work on subcontract basis to Rennatus Projects Private Limited, which was approved by Audit Committee. Audit Committee has noted that subcontract for the entire work is on commercial term as prevalent generally in the industry and is in ordinary course of business and at arm’s length and beneficial to interest of JV, Company and shareholders and same was also approved by the JV partner.

Details of the sub-contract:	Details of the sub-contract:
Name(s) of the related party	Rennatus Projects Private Limited
Nature of transaction	Sub contract with RPP-RK JV (A Joint Venture in which the company “RPP Infra Projects Limited’’ is a lead partner with holding 60 % and “RK Infracorp Private Limited” holds 40%
Period of transaction	3 to 9 years subject to Government extension
Total Value of the Contract	Rs. 231.77 Crores
Contracted price/ Value	Rs. 231.77 Crores by (RPP-RK JV)
Detail of Contract	Upgrading Cuddalore–Madapattu Section of SH 09 (Km 3+000 to Km 41+910) from km 3+000 to 21+100 and Km 28+500 to 41+910 to two lane with paved shoulders and construction of one bypass of 5.850 km from km 22+650 to 28+500 and maintenance of entire project stretch of 37.36 km for 7 years (in the State of Tamil Nadu of Engineering, Procurement and Construction (EPC) Mode) through RPP-RK(JV).
Work Details	Work awarded by Highway Department, Chennai Kanyakumari Industrial Corridor Project

RPP INFRA PROJECTS LIMITED

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As informed, this transaction is entered by the joint venture company with related party Rennatus Projects Private Limited, related party will not vote in the resolution.

Board of Directors recommend the resolution for approval of the members.

RPP INFRA PROJECTS LIMITED

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Annexure

Details of director under Regulation 36 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 of ICSI

1. Detail of Independent Director seeking reappointment:

Name of the Director	Rangasamy Kulanthasamy	Sundararajan
Director Identification Number (DIN)	07103549	07647740
Date of Birth	September 15, 1953	May 21, 1958
Address	11, Chetti Thottam Pudur, Vazhai Thotham PO, Sivagiri (TP), Erode– 638 109, Tamil Nadu	D No 13/141, K. Pallipatti Kattuvalvu, Kachuppalli, Edapaddi, Salem, Tamil Nadu–637 102
Nationality	Indian	Indian
Date of First Appointment on the Board	November 14, 2016	November 14, 2016
Qualifications	M. Sc	BE
Expertise in Specific Functional Area	Finance, accounting and treasuryfunctions	Maintenance and reliability engineering
Brief Resume	He holds Master’s degree in Agricultural Science from Tamil Nadu Agricultural University, Tamil Nadu. He is a qualified member of Indian Institute of Bankers. Retired as a Deputy General Manager from Bank of Baroda, Raipur, and Chhattisgarh after 36 years long service in single institution.	Holds a Bachelor of Engineering (Hons) in civil engineering from University of Madras, Chennai and a Master’s degree in Structural Engineering from Government College of Technology, Coimbatore. He has over 38 years of experience in engineering industry.
Terms and Conditions of Appointment/ Re-appointment	As detailed in the respective resolutions and explanatory statement
Details of remuneration sought to be paid	Directors are entitled for sitting fee. No other remuneration is paid to them.	Directors are entitled for sitting fee. No other remuneration is paid to them.
Last Remuneration Drawn	N.A.	N.A.
Relationships between Directors Inter- se	Nil	Nil
Directorship in Companies	1. Erode Precision Farm Producer Company Limited 2. Yelahanka – AP Border Tollways Private Limited	Nil
Chairman/ Member in the Committee of the Boards of Other Public Companies	Nil	Nil
Shareholding in the Company (As on 31st March 2020)	Nil	Nil
Number of meetings of the Board attended during the FY 2020-21	8	8

By Order of the Board For RPP Infra Projects Limited

-SdPradeep Kumar Nath Company Secretary

Place: Erode Date: 19[th] August 2021

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RPP INFRA PROJECTS LIMITED — AGM Information 2021

63367_rns_2021-09-07_c7e5cdd7-a1f2-4ee0-8d62-19e698251044.pdf

RPP INFRA PROJECTS LIMITED

NOTICE

Ordinary Business:

Special Business:

3. Re-appointment of Mr. Sundararajan (DIN: 07647740) as an Independent Director:

4. Ratification of Remuneration to Cost Auditor

RPP INFRA PROJECTS LIMITED

6. Approval of material related party transactions with P & C Projects Private Limited (Four Laning of Gobi - Erode Section)

7. Approval of material related party transactions with P & C Projects Private Limited (Strengthening and widening (Four Lane) of Tirunelveli-Sengottai-Kollam Road)

8. Approval of material related party transactions with Renaatus Projects Private Limited (Upgradation of Mohanur - Namakkal – Senthamangalam - Rasipuram Road)

9. Approval of material related party transactions with Renaatus Projects Private Limited (Upgrading of Malliyakarai – Rasipuram – Tiruchengode - Erode Road)

10. Approval of material related party transactions with P & C Projects Private Limited (Taking on sub-contract four laning of Gobi - Erode Section)

RPP INFRA PROJECTS LIMITED

11. Approval of material related party transactions with P & C Projects Private Limited (Taking on sub-contract strengthening and widening (Four Lane) of Tirunelveli - Sengottai - Kollam Road)

12. Approval of material related party transactions between Company with Renaatus Projects Private Limited (Taking on sub-contract upgradation of Mohanur - Namakkal – Senthamangalam - Rasipuram Road)

13. Approval of material related party transactions with Renaatus Projects Private Limited (Taking on subcontract upgrading Cuddalore–Madapattu Section)

RPP INFRA PROJECTS LIMITED

INTRUCTIONS FOR SHAREHOLDERS IN RELATION TO E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

RPP INFRA PROJECTS LIMITED

RPP INFRA PROJECTS LIMITED

RPP INFRA PROJECTS LIMITED

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER: (E-VOTING TO BE HELD ON 30[TH] SEPTEMBER 2021)

RPP INFRA PROJECTS LIMITED

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES.

OTHER INFORMATION:

RPP INFRA PROJECTS LIMITED

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

RPP INFRA PROJECTS LIMITED

Item No 2 and No 3:

Item No. 4

RPP INFRA PROJECTS LIMITED

Item No. 5

Details of the contract:

RPP INFRA PROJECTS LIMITED

Item No.6

Details of the contract:

Item No. 7

RPP INFRA PROJECTS LIMITED

Item No.8

RPP INFRA PROJECTS LIMITED

Details of the contract:

Item No.09

RPP INFRA PROJECTS LIMITED

Item No.10

RPP INFRA PROJECTS LIMITED

Item No.11

RPP INFRA PROJECTS LIMITED

Details of the contract:

Item No.12

RPP INFRA PROJECTS LIMITED

Item No.13

RPP INFRA PROJECTS LIMITED

RPP INFRA PROJECTS LIMITED

Annexure

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RPP INFRA PROJECTS LIMITED AGM Information 2021