Professional Documents
Culture Documents
PEPLNotice
PEPLNotice
N O T I C E
NOTICE is hereby given pursuant to Section 96 and 101 of for the Financial Year 2020-21 by the Board of Directors
the Companies Act, 2013 (the “Act”) that the TWENTY THIRD of the Company, on the recommendation of the Audit
ANNUAL GENERAL MEETING (the “Meeting” or “AGM”) of the Committee, be and is hereby ratified.”
members of Prestige Estates Projects Limited (“the Company
will be held on Tuesday, September 29, 2020 at 3.30 p.m. “ RESOLVED FURTHER THAT the Board be and is hereby
through Video Conferencing (“VC”) /Other Audio Visual Means authorized to do all such acts, deeds and things and to
(“OAVM”) to transact the following items of business: execute all such documents, instruments and writings as
may be required and to delegate all or any of its powers
ORDINARY BUSINESS: herein conferred to any committee of the Directors or
1. To receive, consider and adopt the Audited Standalone any Director or Company Secretary in this regard to give
Financial Statements of the Company for the Financial effect to the above said resolution.”
Year ended March 31, 2020, together with the Boards’
Report and Report of Auditors’ thereon. 6.
Issue of Non-Convertible Debentures on a Private
Placement basis.
2. To receive, consider and adopt the Audited Consolidated
To consider and if thought fit, to pass the following
Financial Statements of the Company for the Financial
Resolution(s) as Special Resolution(s):
Year ended March 31, 2020 together with the Report of
Auditors' thereon.
“RESOLVED THAT in accordance with the provisions of
Section 42, 71 and other applicable provisions, if any,
3. To confirm the payment of Interim Dividend of ` 1.50/-
of the Companies Act, 2013 (including any amendments
(Rupees one and fifty paise only) per equity share for the
thereto or reenactment thereof, for the time being in
financial year 2019-20.
force) and Rule 14 of the Companies (Prospectus and
Allotment of Securities) Rules, 2014 and any other law
4.
To re-appoint Mr. Noaman Razack, Director,
for the time being in force and the provisions in the
(DIN: 00189329) who retires by rotation at this Annual
Memorandum and Articles of Association of the Company,
General Meeting and being eligible, offers himself for
the guidelines issued by the Securities and Exchange
re-appointment.
Board of India (“SEBI”), SEBI (Listing obligations and
Disclosure Requirements), Regulations, 2015 and subject
SPECIAL BUSINESS:
to other approvals, permissions and sanctions of the
To ratify the payment of remuneration to M/s P.
5.
lenders of the Company, SEBI, Stock Exchanges, Reserve
Dwibedy & Co. Cost Auditor of the Company for the
Bank of India (“RBI”), the Foreign Investment Promotion
Financial Year 2020-21.
Board (“FIPB”), Government of India and other concerned
authorities, as may be necessary and subject to such
To consider and if thought fit, to pass the following
conditions and modifications as may be prescribed or
resolution(s) as ordinary resolution(s):
imposed by any of the aforementioned authorities while
granting such approvals, permissions and sanctions,
“RESOLVED THAT pursuant to Section 148(3) of the
which may be agreed to by the Board of Directors of the
Companies Act 2013, read with the Companies (Audit
Company, the consent of the members be and is hereby
and Auditors) Rules 2014, (including any statutory
accorded to offer or invite subscription for secured or
modification(s) or re-enactment(s) thereof, for the time
unsecured redeemable non-convertible debentures in
being in force, the remuneration of ` 2,00,000/- (Rupees
one or more series or tranches, aggregating to ` 1,000
Two Lakhs Only) plus applicable taxes, out of pocket,
Crore (Rupees One thousand Crore only), on a private
travelling expenses if any, payable to M/s. P. Dwibedy &
placement basis, on such terms and conditions as the
Co, who was appointed as Cost Auditor of the Company
Board of Directors may from time to time, determine and the companies shall be conducted as per the guidelines
consider proper and beneficial to the Company.” issued by the Ministry of Corporate Affairs (MCA) vide
Circular No. 14/2020 dated April 8, 2020, Circular
ESOLVED FURTHER THAT for the purpose of giving
R No.17/2020 dated April 13, 2020 and Circular No. 20/2020
effect to the above resolution, the Board of Directors dated May 05, 2020. The forthcoming AGM will thus be
be and is hereby authorized to do all such acts, deeds, held through through video conferencing (VC) or other
mattes and things, settle all question, difficulties or audio visual means (OAVM). Hence, Members can attend
doubts that may arise in regard to the issue or allotment and participate in the ensuing AGM through VC/OAVM.
of such Debentures, utilization of the issue proceeds and
to do all acts, deeds and things in connection therewith b.
Pursuant to the provisions of Section 108 of the
and incidental thereto as the Board may in its absolute Companies Act, 2013 read with Rule 20 of the
discretion deem fit.” Companies (Management and Administration) Rules,
2014 (as amended) and Regulation 44 of SEBI (Listing
By order of the Board of Directors Obligations & Disclosure Requirements) Regulations
For Prestige Estates Projects Limited 2015 (as amended), and MCA Circulars dated April 08,
2020, April 13, 2020 and May 05, 2020 the Company is
providing facility of remote e-voting to its Members in
Date: June 24, 2020 Manoj Krishna J V respect of the business to be transacted at the AGM.
Place: Bangalore Company Secretary & Compliance Officer For this purpose, the Company has entered into an
agreement with Central Depository Services (India)
Limited (CDSL) for facilitating voting through electronic
NOTES: means, as the authorized e-Voting’s agency. The facility
of casting votes by a member using remote e-voting as
1.
Pursuant to Circular Nos. 14/2020, 17/2020, 20/2020
well as the e-voting system on the date of the AGM will
dated April 8, 2020, April 13, 2020 and May 5, 2020
be provided by CDSL.
repectively, issued by the Ministry of Corporate Affairs
(MCA) and Circular No. HO/CFD/CMD1/CIR/P/2020/79
c. The Members can join the AGM in the VC/OAVM mode
dated May 12, 2020 issued by the Securities and Exchange
15 minutes before and after the scheduled time of
Board of India (hereinafter collectively referred to as
the commencement of the Meeting by following the
‘Circulars’), the Annual General Meeting of the Company
procedure mentioned in the Notice. The facility of
(“AGM”) is convened through Video Conferencing / Other
participation at the AGM through VC/OAVM will be made
Audio Visual Means (VC/OAVM).
available to atleast 1000 members on first come first
served basis. This will not include large Shareholders
2. Explanatory statement in pursuance of Section 102 of
(Shareholders holding 2% or more shareholding),
the Companies Act, 2013 is annexed to the notice.
Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit
3.
As per SEBI (Listing Obligations and Disclosure
Committee, Nomination and Remuneration Committee
Requirements) Regulations, 2015, the relevant details
and Stakeholders Relationship Committee, Auditors etc.
of persons seeking re-appointment as Directors is
who are allowed to attend the AGM without restriction
annexed herewith.
on account of first come first served basis.
3
17. The Board of Directors has appointed Mr. Nagendra D 20. The voting rights of Members shall be in proportion to
Rao, Practising Company Secretary (Membership No. their shares in the paid-up equity share capital of the
5553, COP No. 7731) as the Scrutinizer for conducting Company as on the cut-off date.
the remote e-voting and poll process in accordance with
law and in a fair and transparent manner. The Scrutinizer 21.
Members may note that the Notice of the Twenty
shall within a period not exceeding 48 hours from the third Annual General Meeting and the Annual Report
conclusion of the annual general meeting, prepare a 2020 will be available on the Company’s website
Consolidated Scrutinizer’s Report of the votes cast in www.prestigeconstructions.com. The Notice of Annual
favour or against, if any, and submit it forthwith to the General Meeting shall also be available on the website
Chairman of the Company. of CDSL viz. www.evoting.cdsl.com. The Company has
published a Public Notice by way of advertisement
18. The Results declared along with the Scrutinizer’s Report in Kannada newspaper and in an English newspaper
shall be placed on the website of the Company and on with the required details of 23rd AGM, for information
the website of CDSL. of the Members.
19.
The Members who have cast their vote by remote
e-voting prior to the AGM may also attend / participate By order of the Board of Directors
in the AGM through VC / OAVM but shall not be entitled For Prestige Estates Projects Limited
to cast their vote again.
Those Members, who will be present in the AGM through Date: June 24, 2020 Manoj Krishna J V
VC / OAVM facility and have not cast their vote on the Place: Bangalore Company Secretary & Compliance Officer
Resolutions through remote e-voting and are otherwise
not barred from doing so, shall be eligible to vote
through e-voting system during the AGM.
E X P L A N AT O RY S TAT E M E N T
(P U R S U A N T T O S E C T I O N 102 O F T H E C O M PA N I E S A C T, 2013)
The following Explanatory statement sets out all material None of the Directors or the Key Managerial Personnel or their
facts related to the special business mentioned in the relatives are in any way interested or concerned, financially
accompanying notice dated June 24, 2020 and shall be taken or otherwise in this Resolution except to the extent of their
as forming part of the Notice. shareholding in the Company.
Item No. 5: Ratification of Payment of remuneration to the Item No. 6: Issue of Non-Convertible Debentures on a Private
Cost Auditor for the Financial year 2020-21. Placement basis
The proposal for appointment of P. Dwibedy & Co, Cost The Company in order to execute various projects has to
Auditor for FY 2020-21 was recommended by the Audit borrow money from banks and other financial institutions
Committee to the Board on a remuneration of ` 2,00,000/- as a means of finance. The Board of Directors envisages a
per Annum (Rupees Two Lacs only) plus applicable taxes need for the funding requirements of the Company to be met
plus out of pocket expenses, etc and the Board has approved with various Instruments, viz. equity, project loans, general
the said proposal. purpose corporate loans, borrowings from Banks and financial
institutions, debentures etc. A mix of these instruments
In terms of Section 148 of the Companies Act, 2013 read would result in optimum utilization of funds at optimum
with the Companies (Audit and Auditors) Rules, 2014, the cost and help to meet the various business requirements
remuneration payable to the Cost Auditor is required to be of the Company.
ratified by the shareholders of the Company.
The Board of Directors of the Company are contemplating
Accordingly, consent of the members is sought for ratification the feasibility of borrowing money through the issue of
of the remuneration payable to the Cost Auditor for the non-convertible debentures, subject to the approval of the
financial year ending March 31, 2021. Members of the Company by passing a Special Resolution.
Your Directors recommend the resolution as set out at Item Pursuant to Rule 14 of The Companies (Prospectus and
No. 5 of this Notice for your approval. Allotment of Securities) Rules 2014, issue of any non-
convertible debentures on a private placement basis requires
[Pursuant to Regulation 36(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard 2 on General Meetings]
Note:
1. Directorship held by the director mentioned above is as per latest disclosure received from the Director and it does not
include Directorship of Foreign Companies, and Section 8 Companies.
2. For other details such as number of meetings of the Board attended during the year, remuneration drawn by above
directors, please refer to the Corporate Governance Report.
5
The instructions for shareholders voting electronically b.
For NSDL: 8 Character DP ID followed by 8
are as under: Digits Client ID,
(i) The voting period begins on September 26, 2020 at 9.00 c. Shareholders holding shares in Physical Form should
am and ends on September 28, 2020 at 5.00 pm. During enter Folio Number registered with the Company.
this period shareholders’ of the Company, holding shares
OR
either in physical form or in dematerialized form, as on
the cut-off date (record date) of September 23, 2020 may Alternatively, if you are registered for CDSL’s
cast their vote electronically. The e-voting module shall EASI/EASIEST e-services, you can log-in at
be disabled by CDSL for voting thereafter. https://www.cdslindia.com from Login - Myeasi
using your login credentials. Once you successfully
(ii) Shareholders who have already voted prior to the meeting log-in to CDSL’s EASI/EASIEST e-services, click on
date would not be entitled to vote at the meeting venue. e-Voting option and proceed directly to cast your
vote electronically.
(iii) The shareholders should log on to the e-voting website
www.evotingindia.com. (vi)
Next enter the Image Verification as displayed and
Click on Login.
(iv) Click on “Shareholders” module.
(vii)
If you are holding shares in demat form and had
(v) Now enter your User ID logged on to www.evotingindia.com and voted on an
earlier e-voting of any company, then your existing
a. For CDSL: 16 digits beneficiary ID,
password is to be used
(vii) If you are a first time user follow the steps given below:
(ix)
After entering these details appropriately, click (xiii)
On the voting page, you will see “RESOLUTION
on “SUBMIT” tab. DESCRIPTION” and against the same the option “YES/
NO” for voting. Select the option YES or NO as desired.
(x) Shareholders holding shares in physical form will then The option YES implies that you assent to the Resolution
directly reach the Company selection screen. However, and option NO implies that you dissent to the Resolution.
shareholders holding shares in demat form will now
reach ‘Password Creation’ menu wherein they are (xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to
required to mandatorily enter their login password in view the entire Resolution details.
the new password field. Kindly note that this password
is to be also used by the demat holders for voting for (xv)
After selecting the resolution you have decided to
resolutions of any other company on which they are vote on, click on “SUBMIT”. A confirmation box will be
eligible to vote, provided that company opts for e-voting displayed. If you wish to confirm your vote, click on
through CDSL platform. It is strongly recommended not “OK”, else to change your vote, click on “CANCEL” and
to share your password with any other person and take accordingly modify your vote.
utmost care to keep your password confidential.
(xvi) Once you “CONFIRM” your vote on the resolution, you
(xi) For shareholders holding shares in physical form, the will not be allowed to modify your vote.
details can be used only for e-voting on the resolutions
contained in this Notice. (xvii) You can also take a print of the votes cast by clicking on
Click here to print” option on the Voting page.
(xii)
Click on the EVSN for the relevant Prestige Estates
Projects Limited on which you choose to vote.
7
- After receiving the login details a Compliance voted from individual tab & not uploaded same
User should be created using the admin login and in the CDSL e-voting system for the scrutinizer to
password. The Compliance User would be able to verify the same.
link the account(s) for which they wish to vote on.
If you have any queries or issues regarding
- The list of accounts linked in the login should be attending AGM & e-Voting from the e-Voting
mailed to helpdesk.evoting@cdslindia.com and System, you may refer the Frequently Asked
on approval of the accounts they would be able to Questions (“FAQs”) and e-voting manual available
cast their vote. at www.evotingindia.com, under help section or
write an email to helpdesk.evoting@cdslindia.
- A scanned copy of the Board Resolution and Power
com or contact Mr. Nitin Kunder (022- 23058738) or
of Attorney (POA) which they have issued in favour
Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh
of the Custodian, if any, should be uploaded in
Dalvi (022-23058542).
PDF format in the system for the scrutinizer to
verify the same.
All grievances connected with the facility for
- Alternatively Non Individual shareholders are required voting by electronic means may be addressed
to send the relevant Board Resolution/ Authority to Mr. Rakesh Dalvi, Manager, (CDSL,) Central
letter etc. together with attested specimen signature Depository Services (India) Limited, A Wing, 25th
of the duly authorized signatory who are authorized Floor, Marathon Futurex, Mafatlal Mill Compounds,
to vote, to the Scrutinizer and to the Company at the N M Joshi Marg, Lower Parel (East), Mumbai -
email address viz; nagendradrao@gmail.com and 400013 or send an email to helpdesk.evoting@
investors@prestigeconstructions.com, if they have cdslindia.com or call on 022-23058542/43.