AFCONS INFRASTRUCTURE LIMITED

Registered office: “Afcons House”, 16, Shah Industrial Estate, Veera Desai Rd.,
Azad Nagar, P.O., Andheri (West), Mumbai – 400 053
Tel.: 67191000 Fax: 26730047, Website: www.afcons.com; CIN: U45200MH1976PLC019335

NOTICE
NOTICE is hereby given that the Forty-First Annual General Meeting of Afcons Infrastructure Limited will be held on Wednesday,
27th September, 2017 at 4.30 p.m. at Afcons House, 16, Shah Industrial Estate, Veera Desai Road, Azad Nagar, P.O., Andheri (West),
Mumbai-400 053, to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt:
a. the audited standalone financial statement of the Company for the financial year ended 31st March, 2017, the reports of the Board
of Directors and Auditors thereon.
b. the audited consolidated financial statement of the Company for the financial year ended 31st March, 2017 together with the report
of the Auditors thereon.
2. To confirm Interim dividend paid on the Equity shares as final dividend for the financial year 2016-17.
3. To declare dividend on Convertible Preference Shares of the Company.
4. To appoint a Director in place of Mr. Pallon S. Mistry (DIN: 05229734) who retires by rotation and being eligible offers himself for
re-appointment.
5. To appoint a Director in place of Ms. Roshen M. Nentin (DIN: 00004884) who retires by rotation and being eligible offers herself for
re-appointment.
6. To appoint Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants (ICAI Firm Registration No.012754N/
N500016) as the Joint Statutory Auditor of the Company and fixing their remuneration
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 Section 139, 142 and all other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactments thereof
for the time being in force) and pursuant to the recommendation made by the Audit Committee of the Board, Price Waterhouse &
Co Chartered Accountants LLP, Chartered Accountants (ICAI Firm Registration No.012754N/N500016) be and are hereby appointed
as one of the Joint Statutory Auditor of the Company in place of M/s. Deloitte Haskins & Sells, Chartered Accountants, (ICAI Firm
Registration No.117364W) (retiring Joint Statutory Auditors of the Company), to hold the office for a term of five years i.e. from the
conclusion of this Annual General Meeting till the conclusion of Forty-Sixth Annual General Meeting of the Company to be held in the
year 2022 (subject to ratification at Annual General Meeting as applicable) at such remuneration (excluding service tax and out of pocket
expenses in connection with the audit of the Accounts of the Company) as may be fixed by the Board of Directors of the Company on
the recommendation of the Audit Committee in this behalf.”
7. To ratify the appointment of HDS & Associates LLP, Chartered Accountants (ICAI Firm Registration No. W100144) as the Joint
Statutory Auditor of the Company and fixing their remuneration
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 139, 142 and other applicable provisions, if any, of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof, for the time being
in force) and based on the recommendation of the Audit Committee of the Board, the Company hereby ratifies the appointment of HDS &
Associates LLP, Chartered Accountants (ICAI Firm Registration No. W100144) as one of the Joint Statutory Auditor of the Company to hold
office from the conclusion of this Annual General Meeting until the conclusion of the Forty-Second Annual General Meeting of the Company
at such remuneration (excluding service tax and out of pocket expenses in connection with the audit of the Accounts of the Company) as
may be fixed by the Board of Directors of the Company on the recommendation of the Audit Committee in this behalf.”
SPECIAL BUSINESS
8. To appoint Branch Auditor of the Company
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 Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013
(“Act”) 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 Board of Directors be and are hereby authorised to appoint any person(s) qualified to act as Branch Auditor
within the provisions of Section 143(8) of the Act, as Branch Auditor(s) of any branch office of the Company, whether existing or which
may be opened/acquired hereafter, in India or outside India, in consultation with Company’s Auditors and on such remuneration as may
be fixed by the Audit Committee / Board of Directors of the Company in this behalf.”
9. To ratify the remuneration payable to the Cost Auditor for FY 2017-18
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 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 of ` 2,00,000/- excluding out of pocket expenses plus tax payable to M/s. Kishore Bhatia & Associates, Cost
Accountants (Firm Registration No. 00294), who was appointed by the Board of Directors of the Company as the Cost Auditors of the
Company to conduct the audit of cost records of the Company for the Financial Year 2017-18, be and is hereby ratified and confirmed.”
10. To appoint Mr. Giridhar Rajagopalan (DIN-02391515) as the Director of the Company
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 section 152, 161(1) and other applicable provision, 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

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AFCONS INFRASTRUCTURE LIMITED
thereof, for the time being in force), Article 126 and other applicable provisions of Articles of Association of the Company, Mr. Giridhar
Rajagopalan (DIN - 02391515), who was appointed as an Additional Director of the Company with effect from 1st October, 2016 and who
holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing along
with the deposit of requisite amount from a member under section 160(1) of the Companies Act, 2013 signifying its intention to propose
his candidature for the office of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation.”
11. To appoint Mr. Akhil Kumar Gupta (DIN - 03188873) as the Director of the Company
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 section 152,161(1) and other applicable provision, 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), Article 126 and other applicable provisions of the Articles of Association of the Company, Mr. Akhil
Kumar Gupta (DIN - 03188873), who was appointed as an Additional Director of the Company with effect from 1st October, 2016 and who
holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing along
with the deposit of requisite amount from a member under section 160(1) of the Companies Act, 2013 signifying its intention to propose
his candidature for the office of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation.”
12. To vary the terms of appointment and remuneration of Mr. S. Paramasivan, (DIN - 00058445) Deputy Managing Director of the
Company for the period from 21st May 2017 to 30th June 2017
To consider and, if thought fit to pass following resolution with or without modification as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and other applicable provisions of the Companies Act, 2013
read with Schedule V and the Rules made thereunder and in partial modification of the resolution passed by the members at the
Thirty- Eight Annual General Meeting of the Company held on 30th September, 2014 for the re-appointment of Mr. S.Paramasivan,
(DIN - 00058445) as the Deputy Managing Director of the Company, the Company hereby ratify and approves Variation in the payment
of perquisites payable to Mr. S.Paramasivan for the period 21st May 2017 to 30th June 2017, as detailed in the explanatory statement
forming part of this notice.
RESOLVED FURTHER THAT in the event of no profit or inadequacy of profit of the Company during the currency of the tenure of
Mr. S. Paramasivan, the perquisite as set out in the explanatory statement shall be paid to Mr. S. Paramasivan as minimum remuneration,
subject to compliance with the necessary provisions of Schedule V and other provision of the Companies Act, 2013 and obtaining
necessary approvals of applicable authorities as may be required for the payment of the said minimum remuneration.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds, matters and things and take all such steps
as it may in its absolute discretion deemed necessary, proper or expedient including but not limited to making of any application to
regulatory authorities, execution of necessary documents and to settle and question, difficulties and /or doubt that may arise in this
regard in order to implement and give effect to the foregoing resolution.”
13. To re-appoint and revise remuneration of Mr. K. Subrahmanian, (DIN - 00047592) as a Vice Chairman & Managing Director of
the Company for a period of term of 3 years from 1st July, 2017 to 30th June 2020.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable
provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in
force) the consent of the Company be and is hereby accorded to the re-appointment of Mr. K.Subrahmanian (DIN - 00047592), whose
term of office as a Vice Chairman & Managing Director of the Company expired on 30th June 2017, for a further period of 3 (three) years
with effect from 1st July, 2017 to 30th June 2020 on such terms and conditions including remuneration as set out below and as agreed
between the Company and Mr. K.Subrahmanian, with liberty to the Board of Directors (hereinafter referred to as “the Board” which
term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this
resolution) to alter, vary, revise the terms and conditions or vary the remuneration payable to Mr. K.Subrahmanian at any time, subject
to the same not exceeding the limit specified under section 197, read with Schedule V of the Companies Act, 2013.
Remuneration:
a) The basic salary and perquisite shall be determined by the Board of Directors or a Committee thereof from time to time, provided
that the aggregate value of salary and perquisite does not exceed ` 4,58,00,000/-per annum.
Within the said limit, Mr. K.Subrahmanian will be entitled to avail of the perquisites under different heads as may be applicable to
the other Senior Executives of the Company.
The annual increments, which will be effective from 1st July each year, will be decided by the Nomination and Remuneration
Committee and/or the Board of Directors in its absolute discretion and will be merit based and will also take into account Company’s
performance.
b) In addition to the above, Mr. K.Subrahmanian shall be entitled to the following benefits:
(i) Mediclaim Policy for self and family as per rules of the Company. Reimbursement of medical expenses for self and family not
exceeding one month’s basic salary per annum. Annual executive health checkup for self and wife. Family means self, spouse,
sons’ upto the age of 21 years and unmarried daughters.
(ii) Contribution to Provident Fund, Superannuation Fund to the extent these either singly or put together are not taxable under
the Income Tax Act, 1961.
(iii) Payments of annual incentive as may be applicable to other senior executives of the Company.
The aforesaid remuneration shall not include the following: -
(i) Gratuity: As per rules of the Company.

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AFCONS INFRASTRUCTURE LIMITED
(ii) Provision of Company maintained car. In the event Company does not provide a driver, Mr. K. Subrahmanian will be reimbursed
such sum as per rules of the Company. However expenses towards use of Car for personal purpose shall be borne by
Mr. K.Subrahmanian.
(iii) Reimbursement of one telephone bill at residence. However expenses of personal long distance calls shall be borne by
Mr. K.Subrahmanian.
(iv) Entitlement to Leave as per rules of the Company, and encashment of the leave accumulated but not availed of as per rules
of the Company.
(v) Reimbursement of all entertainment, club and other expenses actually and properly incurred for the business of the Company.
Mr. K.Subrahmanian so long as functions as such, shall not be paid any sitting fees for attending the meetings of the Board of
Directors or Committees thereof.
The above remuneration shall, in respect of any financial year, be subject to the limit of 10% (Ten Percent) of the net profits as laid
down under section 198 of the Companies Act, 2013 for all the whole time directors or the managing director or manager taken
together and also within the total managerial remuneration limit of 11% of the net profits of the Company as laid down under Section
198 of the Companies Act, 2013 payable by the Company to its directors, including managing directors and whole-time director and
its managers. The net profit for this shall be computed in the manner laid down in section 198 of the Companies Act, 2013.
c) Other Material Terms of appointment of Mr. K.Subrahmanian :
(i) Mr. K.Subrahmanian shall vacate office of Director in the event of resignation or on the expiry of tenure of his appointment
as Vice Chairman & Managing Director or by virtue of vacating the office of Director held by him under Section 167 of the
Companies Act, 2013.
(ii) The Agreement with Mr. K.Subrahmanian may be terminated either by the Company in pursuance of a resolution of the Board
of Directors of the Company or by Mr. K.Subrahmanian by giving three months’ notice in writing in that behalf without assigning
any reason for such termination. In that event, the party giving notice as aforesaid shall not incur any liability for payment of
any compensation by reason of such termination.
(iii) Mr. K.Subrahmanian shall keep the secrets of the Company.
RESOLVED FURTHER THAT in the event of no profit or inadequacy of profit of the Company in any financial year, during the currency
of the tenure of appointment of Mr. K.Subrahmanian, then the remuneration as set out above shall be paid to Mr. K.Subrahmanian as
minimum remuneration, subject to compliance with the necessary provisions of the Schedule V and other provision of the Companies
Act, 2013 and obtaining necessary approvals of applicable authorities as may be required for the payment of the said minimum
remuneration.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds, matters and things and take all such steps
as it may in its absolute discretion deemed necessary, proper or expedient including but not limited to making of any application to
regulatory authorities, execution of necessary documents and to settle and question, difficulties and /or doubt that may arise in this
regards in order to implement and give effect to the foregoing resolution.”
14. To re-appoint and revise remuneration of Mr. S.Paramasivan (DIN- 00058445) as a Deputy Managing Director of the Company
for a period of term of 3 years from 1st July, 2017 to 30th June 2020.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable
provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in
force) the consent of the Company be and is hereby accorded to the re-appointment of Mr. S.Paramasivan (DIN- 00058445), whose
term of office as a Deputy Managing Director of the Company expired on 30th June 2017, for a period of 3 (three) years with effect from
1st July, 2017 to 30th June 2020 on such terms and conditions including remuneration as set out below and as agreed between the
Company and Mr. S. Paramasivan with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be
deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to
alter, vary, revise the terms and conditions or vary the remuneration payable to Mr. S. Paramasivan at any time, subject to the same not
exceeding the limit specified under section 197, read with Schedule V of the Companies Act, 2013.
Remuneration:
(a) The basic salary and perquisite shall be determined by the Board of Directors or a Committee thereof from time to time, provided that the
aggregate value of salary and perquisite does not exceed ` 3,90,00,000/- per annum.
Within the said limit, Mr. S.Paramasivan will be entitled to avail of the perquisites under different heads as may be applicable to the
other Senior Executives of the Company.
The annual increments, which will be effective from 1st July each year, will be decided by the Nomination and Remuneration
Committee and/or the Board of Directors in its absolute discretion and will be merit based and will also take in to account Company’s
performance.
b) In addition to the above, Mr. S.Paramasivan shall be entitled to the following benefits:
(i) Mediclaim Policy for self and family as per rules of the Company. Reimbursement of medical expenses for self and family not
exceeding one month’s basic salary per annum. Annual executive health checkup for self and wife. Family means self, spouse,
sons’ upto the age of 21 years and unmarried daughters.
(ii) Contribution to Provident Fund, Superannuation Fund to the extent these either singly or put together are not taxable under
the Income Tax Act, 1961.
(iii) Payments of annual incentive as may be applicable to other senior executives of the Company.
The aforesaid remuneration shall not include the following: -
(i) Gratuity: As per rules of the Company.

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AFCONS INFRASTRUCTURE LIMITED
(ii) Provision of Company maintained car. In the event Company does not provide a driver, Mr. S. Paramasivan will be reimbursed
such sum as per rules of the Company. However, expenses towards use of Car for personal purpose shall be borne by
Mr. S. Paramasivan.
(iii) Reimbursement of one telephone bill at residence. However, expenses of personal long distance calls shall be borne by
Mr. S. Paramasivan.
(iv) Entitlement to Leave as per rules of the Company, and encashment of the leave accumulated but not availed of as per rules
of the Company.
(v) Reimbursement of all entertainment, club and other expenses actually and properly incurred for the business of the Company.
Mr. S.Paramasivan so long as functions as such, shall not be paid any sitting fees for attending the meetings of the Board of
Directors or Committees thereof.
The above remuneration shall, in respect of any financial year, be subject to the limit of 10% (Ten Percent) of the net profits as laid
down under section 198 of the Companies Act, 2013 for all the whole time directors or managing director or manager taken together
and also within the total managerial remuneration limit of 11% of the net profits of the Company as laid down under Section 198
of the Companies Act, 2013 payable by the Company to its directors, including managing directors and whole-time director and its
managers. The net profit for this shall be computed in the manner laid down in section 198 of the Companies Act, 2013.
(c) Other Material Terms of appointment of Mr. S. Paramasivan
(i) Subject to the superintendence, control and direction of the Board, Mr. S. Paramasivan shall exercise such powers as are
conferred upon him by the Board from time to time provided however that on all day to day matters he shall report to and act
in accordance with the directions of Mr. K.Subrahmanian, Vice Chairman & Managing Director.
(ii) Mr. S. Paramasivan shall vacate office of Director in the event of resignation or on the expiry of tenure of his appointment as
Deputy Managing Director or by virtue of vacating the office of Director held by him under Section 167 of the Companies Act,
2013.
(iii) The Agreement with Mr. S.Paramasivan, may be terminated either by the Company in pursuance of a resolution of the Board
of Directors of the Company or by Mr. S.Paramasivan by giving three months’ notice in writing in that behalf without assigning
any reason for such termination. In that event, the party giving notice as aforesaid shall not incur any liability for payment of
any compensation by reason of such termination.
(iv) Mr. S. Paramasivan shall keep the secrets of the Company.
RESOLVED FURTHER THAT in the event of no profit or inadequacy of profit of the Company in any financial year, during the currency of
the tenure of appointment of Mr. S.Paramasivan, then the remuneration as set out above shall be paid to Mr. S.Paramasivan as minimum
remuneration, subject to compliance with the necessary provisions of the Schedule V and other provision of the Companies Act, 2013
and obtaining necessary approvals of applicable authorities as may be required for the payment of the said minimum remuneration.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds, matters and things and take all such steps
as it may in its absolute discretion deemed necessary, proper or expedient including but not limited to making of any application to
regulatory authorities, execution of necessary documents and to settle and question, difficulties and /or doubt that may arise in this
regards in order to implement and give effect to the foregoing resolution.
15. To appoint Mr. Giridhar Rajagopalan (DIN - 02391515) as Whole-time Director designated as Executive Director (Technical) of
the Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT in accordance with the provision of section 196, 197,198 and 203 read with Schedule V and other applicable
provisions, if any, of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
including any statutory modification(s) or re-enactment thereof, for the time being in force) Mr. Giridhar Rajagopalan  (DIN-02391515) be
and is hereby appointed as Whole-time Director designated as Executive Director (Technical) of the Company for the period 1st October,
2016 to 30th June, 2019  on such terms and conditions including remuneration as set out below and as agreed between the Company
and Mr. Giridhar Rajagopalan, with liberty to the Board of Directors (hereinafter referred to as the “Board” which term shall be deemed
to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter,
vary, revise the terms and condition or vary the remuneration payable to Mr. Giridhar Rajagopalan at any time subject to the same not
exceeding the limit specified under section 197, read with schedule V of the Companies Act,2013.
Remuneration:
(a) The basic salary and perquisite shall be determined by the Board of Directors or a Committee thereof from time to time, provided
that the aggregate value of salary and perquisite does not exceed `2,23,00,000/- per annum.
Within the said limit, Mr. Giridhar Rajagopalan will be entitled to avail the perquisites under different heads as may be applicable to
other Senior Executives of the Company.
The annual increments, which will be effective from 1st July each year, will be decided by the Nomination and Remuneration
Committee and/or the Board of Directors in its absolute discretion and will be merit based and will also take in to account Company’s
performance.
b) In addition to the above, Mr. Giridhar Rajagopalan shall be entitled to the following benefits:
(i) Mediclaim Policy for self and family as per rules of the Company. Reimbursement of medical expenses for self and family
not exceeding one month’s basic salary per annum. Annual executive health check-up for self and wife. Family means self,
spouse, sons’ upto the age of 21 years and unmarried daughters.
(ii) Contribution to Provident Fund, Superannuation Fund to the extent these either singly or put together are not taxable under
the Income Tax Act, 1961.
(iii) Payments of annual incentive as may be applicable to other senior executives of the Company.

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AFCONS INFRASTRUCTURE LIMITED
The aforesaid remuneration shall not include the following: -
(i) Gratuity: As per rules of the Company.
(ii) Provision of Company maintained car as per car scheme of the Company. However, expenses towards use of car for personal
purpose shall be borne by Mr. Giridhar Rajagopalan.
(iii) Reimbursement of one telephone bill at residence. However, expenses of personal long distance calls shall be borne by
Mr. Giridhar Rajagopalan.
(iv) Entitlement to Leave as per rules of the Company, and encashment of the leave accumulated but not availed of as per rules
of the Company.
Mr. Giridhar Rajagopalan so long as functions as such, shall not be paid any sitting fees for attending the meetings of the Board of
Directors or Committees thereof.
The above remuneration shall, in respect of any financial year, be subject to the limit of 10% of the net profits as laid down under
Section 197 of the Companies Act, 2013 for all the whole time directors or the managing directors or managers taken together
and also within the total managerial remuneration limit of 11% of the net profits of the Company as laid down under Section 197
of the Companies Act, 2013 payable by the Company to all its directors including managing directors, whole-time directors and its
managers. The net profit for this purpose shall be computed in the manner laid down in section 198 of the Companies Act, 2013.
(c) Other Material Terms of appointment of Mr. Giridhar Rajagopalan:
(i) Subject to the superintendence, control and direction of the Board, Mr. Giridhar Rajagopalan shall exercise such powers as
are conferred upon him by the Board from time to time provided however that on all day to day matters he shall report to and
act in accordance with the directions of Mr. K.Subrahmanian, Vice Chairman & Managing Director.
(ii) Mr. Giridhar Rajagopalan shall vacate office of Director in the event of resignation or on the expiry of tenure of his appointment
as Whole-time Director or by virtue of vacating the office of Director held by him under Section 167 of the Companies Act,
2013.
(iii) The Agreement with Mr. Giridhar Rajagopalan, may be terminated either by the Company in pursuance of a resolution of
the Board of Directors of the Company or by Mr. Giridhar Rajagopalan by giving three months’ notice in writing in that behalf
without assigning any reason for such termination. In that event, the party giving notice as aforesaid shall not incur any liability
for payment of any compensation by reason of such termination.
(iv) Mr. Giridhar Rajagopalan shall keep the secrets of the Company.
RESOLVED FURTHER THAT in the event of no profit or inadequacy of profit of the Company in any financial year, during the currency
of the tenure of appointment of Mr. Giridhar Rajagopalan, then the remuneration as set out above shall be paid to Mr. Giridhar
Rajagopalan as minimum remuneration, subject to compliance with the necessary provisions of Schedule V and other provision of
the Companies Act, 2013 and obtaining necessary approvals of applicable authorities as may be required for the payment of the said
minimum remuneration.”
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds, matters and things and take all such steps
as it may in its absolute discretion deemed necessary, proper or expedient including but not limited to making of any application to
regulatory authorities, execution of necessary documents and to settle any question, difficulties and / or doubts that may arise in this
regards in order to implement and give effect to the foregoing resolution.”
16. To appoint Mr. Akhil Kumar Gupta (DIN-03188873) as Whole-time Director designated as Executive Director (Operations) of the
Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT in accordance with the provision of section 196,197, 198 and 203 read with Schedule V and other applicable
provisions, if any, of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) Mr. Akhil Kumar Gupta  (DIN-03188873)
be and is hereby appointed as Whole-time Director designated as Executive Director (Operations) of the Company for the period 1st
October, 2016 to 30th June, 2019 on such terms and conditions including remuneration as set out below and as agreed between the
Company and Mr. Akhil Kumar Gupta , with liberty to the Board of Directors (hereinafter referred to as the “Board” which term shall be
deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to
alter, vary, revise the terms and condition or vary the remuneration payable to Mr. Akhil Kumar Gupta  at any time subject to the same
not exceeding the limit specified under section 197, read with Schedule V of the Companies Act, 2013.
Remuneration:
(a) The basic salary and perquisite shall be determined by the Board of Directors or a Committee thereof from time to time, provided that the
aggregate value of salary and perquisite does not exceed ` 2,23,00,000/- per annum.
Within the said limit, the Mr. Akhil Kumar Gupta will be entitled to avail of the perquisites under different heads as may be applicable
to the other Senior Executives of the Company.
The annual increments, which will be effective from 1st July each year, will be decided by the Nomination and Remuneration
Committee and/or the Board of Directors in its absolute discretion and will be merit based and will also take in to account Company’s
performance.
b) In addition to the above, Mr. Giridhar Rajagopalan shall be entitled to the following benefits:
(i) Mediclaim Policy for self and family as per rules of the Company. Reimbursement of medical expenses for self and family
not exceeding one month’s basic salary per annum. Annual executive health check up for self and wife. Family means self,
spouse, sons upto the age of 21 years and unmarried daughters.
(ii) Contribution to Provident Fund, Superannuation Fund to the extent these either singly or put together are not taxable under
the Income Tax Act,1961.

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AFCONS INFRASTRUCTURE LIMITED
(iii) Payments of annual incentive as may be applicable to other senior executives of the Company.
The aforesaid remuneration shall not include the following: -
(i) Gratuity: As per rules of the Company.
(ii) Provision of Car as per car scheme of the Company. However, expenses towards use of car for personal purpose shall be
borne by Mr. Akhil Kumar Gupta.
(iii) Reimbursement of one telephone bill at residence. However, expenses of personal long distance calls shall be borne by
Mr. Akhil Kumar Gupta.
(iv) Entitlement to Leave as per rules of the Company, and encashment of the leave accumulated but not availed of as per rules
of the Company.
Mr. Akhil Kumar Gupta so long as functions as such, shall not be paid any sitting fees for attending the meetings of the Board of
Directors or Committees thereof.
The above remuneration shall, in respect of any financial year, be subject to the limit of 10% of the net profits as laid down under
Section 197 of the Companies Act, 2013 for all the whole time directors or the managing directors or managers taken together
and also within the total managerial remuneration limit of 11% of the net profits of the Company as laid down under Section 197
of the Companies Act, 2013 payable by the Company to all its directors including managing directors, whole-time directors and its
managers. The net profit for this purpose shall be computed in the manner laid down in section 198 of the Companies Act, 2013.
(c) Other Material Terms of appointment of Mr. Akhil Kumar Gupta:
(i) Subject to the superintendence, control and direction of the Board, Mr. Akhil Kumar Gupta shall exercise such powers as are
conferred upon him by the Board from time to time provided however that on all day to day matters he shall report to and act
in accordance with the directions of Mr. K.Subrahmanian, Vice Chairman & Managing Director.
(ii) Mr. Akhil Kumar Gupta shall vacate office of Director in the event of resignation or on the expiry of tenure of his appointment as
Whole-time Director or by virtue of vacating the office of Director held by him under Section 167 of the Companies Act, 2013.
(iii) The Agreement with Mr. Akhil Kumar Gupta, may be terminated either by the Company in pursuance of a resolution of the
Board of Directors of the Company or by Mr. Akhil Kumar Gupta by giving three months’ notice in writing in that behalf without
assigning any reason for such termination. In that event, the party giving notice as aforesaid shall not incur any liability for
payment of any compensation by reason of such termination.
(iv) Mr. Akhil Kumar Gupta shall keep the secrets of the Company.
RESOLVED FURTHER THAT in the event of no profit or inadequacy of profit of the Company in any financial year, during the currency
of the tenure of appointment of Mr. Akhil Kumar Gupta, then the remuneration as set out above shall be paid to Mr. Akhil Kumar Gupta as
minimum remuneration, subject to compliance with the necessary provisions of Schedule V and other provision of the Companies Act,
2013 and obtaining necessary approvals of applicable authorities as may be required for the payment of the said minimum remuneration.”
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds, matters and things and take all such steps
as it may in its absolute discretion deemed necessary, proper or expedient including but not limited to making of any application to
regulatory authorities, execution of necessary documents and to settle any question, difficulties and / or doubts that may arise in this
regards in order to implement and give effect to the foregoing resolution.”
17. To re-appoint Mr. N. D. Khurody as an Independent Director of the Company.
To consider and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:
“RESOLVED THAT pursuant to provision of the Section 149,150, 152 and other applicable provision of the Companies Act 2013
and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with
Schedule IV of the Companies Act, 2013, Mr. N. D. Khurody (DIN- 00007150), Independent Director of the Company, whose period of
office is liable to expire at the Forty-First Annual General Meeting and who has submitted a declaration that he meets the criteria for
independence as provided in section 149(6) of the Companies Act, 2013 and who is eligible for appointment and in respect of whom
the Company has received a notice in writing from a member under section 160 of the Companies Act, 2013 signifying its intention to
propose his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to
retire by rotation, to hold office for 3 (three) consecutive years for a term upto the conclusion of the Forty-Fourth Annual General Meeting
of the Company to be held in the calendar year 2020.”
18. To re-appoint Mr. R.M.Premkumar as an Independent Director of the Company.
To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to provision of the Section 149, 150,152 and other applicable provision of the Companies Act 2013
and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with
Schedule IV of the Companies Act, 2013, Mr. R. M. Premkumar (DIN- 00328942), Independent Director of the Company, whose period
of office is liable to expire at the Forty-First Annual General Meeting and who has submitted a declaration that he meets the criteria for
independence as provided in section 149(6) of the Companies Act, 2013 and who is eligible for appointment and in respect of whom
the Company has received a notice in writing from a member under section 160 of the Companies Act, 2013 signifying its intention to
propose his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to
retire by rotation, to hold office for 3 (three) consecutive years for a term upto the conclusion of the Forty-Fourth Annual General Meeting
of the Company to be held in the calendar year 2020.”
19. To Issue NCDs on private placement basis up to ` 200 Crores
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 23, 42, 71, 180 and other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Companies (Share Capital and Debentures)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and subject to the provisions of

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AFCONS INFRASTRUCTURE LIMITED
the Memorandum of Association and Articles of Association of the Company, the consent of the Company be and is hereby accorded to
raise ` 2,00,00,00,000/- (Rupees Two Hundred Crores only) vide issue of unsecured, Redeemable, unlisted, Non-Convertible Debentures
(“NCDs”) on private placement basis in one or more tranches during the period of 1 year from the date of passing of this resolution, on
such terms and conditions and to such investors as the Board of Directors of the Company (or any duly constituted Committee of the
Board of Directors) may determine and consider proper and most beneficial to the Company and that the said borrowing is within the
overall borrowing limit of the Company.
RESOLVED FURTHER THAT for the purpose of giving effect to the Private Placement of NCDs, the Board of Directors of the Company
or any duly constituted Committee of the Board of Directors be and are hereby authorised for and on behalf of the Company to do all
such acts, deeds, matters and things as may be deemed necessary by the Board of Directors, in their absolute discretion for the purpose
of issue and allotment of NCDs, including determining terms, identifying investors, exercising call and put option and redemption of
NCDs, etc. and to settle all questions, difficulties or doubts that may arise in relation thereto and sign and submit all documents and to
complete all formalities and to do all other things necessary, consequential or incidental thereto for the purpose of giving effect to the
aforesaid resolution.”
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE
PROXY FORM DULY COMPLETED MUST REACH THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN FORTY-
EIGHT HOURS BEFORE THE COMMENCEMENT OF THE TIME OF HOLDING THE MEETING.
2. A proxy form of the Annual General Meeting is enclosed.
3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share
capital of the Company carrying voting rights.
4. Members /Proxies attending the meetings are requested to complete the enclosed attendance slip and deliver the same at the entrance
of the meeting hall.
5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
6. Corporate members, intending to send their authorised representatives to attend the meeting, are requested to send a certified copy of
the board resolution authorizing their representative to attend and vote on their behalf at the meeting.
7. An explanatory statement pursuant to Section 102 of the Companies Act, 2013, relating to the special businesses set out in the Notice
is annexed hereto and forms part of the Notice.
8. The Register of Members and the Share Transfer Books of the Company will remain closed from 20th September, 2017 to 27th September,
2017 (both days inclusive). In case of shares held in physical form, all members/shareholders are requested to lodge transfer deeds, if
any, on or before 19th September, 2017.
9. In case of shares held in physical form, all members/shareholders are requested to address their correspondence, lodge transfer deeds,
requests for change of address, if any, with Company’s Registrar and Share Transfer Agent, M/s. Cameo Corporate Services Limited,
“Subrahmanian Building”, No.1, Club House Road, Chennai - 600002. The above details in respect of the shares held in electronic form
should be sent to the respective depository participants by the members well in time.
10. In accordance with the provisions of Section 72 of the Companies Act, 2013, members are entitled to make nominations in respect of
the Equity Shares held by them, in physical form. Members desirous of making nominations may procure the prescribed form from the
Registrar & Share Transfer Agent, M/s. Cameo Corporate Services Limited and have it duly filled and sent back to them.
11. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under section 170 of the Companies Act,
2013 will be available for inspection by the members at the Annual General Meeting.
12. The documents referred in the Notice and Explanatory Statement and the Annual Accounts of the Subsidiary companies will be available
for inspection to Members at the registered office of the Company and that of the respective subsidiary companies during 10.30 a.m. to
2.00 p.m. on any working day except Saturdays, Sundays and Public Holidays up to the date of the Forty-First Annual General Meeting.
The Company will provide copies of the Annual Accounts of the subsidiary companies and the related detailed information to any
member on demand.
13. Information about the Directors proposed to be appointed / reappointed is given as Annexure to the Notice.
14. Pursuant to Section 205C of the Companies Act, 1956, all unclaimed/unpaid dividend, as well as the unclaimed /unpaid amount of
deposits and interest thereon remaining for a period of 7 (seven) years from the date they became due for payment, is transferred to the
Investor Education and Protection Fund (IEPF) established by the Central Government. No claim of member/ deposit holder shall lies
against the said IEPF or the Company for the amount so transferred nor shall any payment be made in respect of such claim.

Regd.Office: By Order of the Board of Directors

“AFCONS HOUSE”,
16, Shah Industrial Estate,
Veera Desai Road, Azadnagar P.O.,
Andheri (West), Mumbai-400 053 P. R. Rajendran
CIN - U45200MH1976PLC019335 Company Secretary

Place: Mumbai
Dated: 22nd June, 2017

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AFCONS INFRASTRUCTURE LIMITED
Explanatory Statement under section 102 of the Companies Act, 2013 (“Act”)
An explanatory statement pursuant to Section 102 of the Act with respect to the special business mentioned under item 6 to 19 of the
accompanying notice of the meeting:
Item no. 6
This Statement is provided though not strictly required as per section 102 of the Act.
M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Registration No.117364W) (“DHS”) had been the Joint Statutory Auditor of the
Company since financial year 2007-08 pursuant to their appointment at the Thirty-First Annual General Meeting (“AGM”) of the Company held on
27th September, 2007.
As per provision of section 139 of the Act read with rules made thereunder, prescribed unlisted public companies can appoint or re-appoint
an audit firm as auditor for two terms of 5 consecutive years. Further, a period of 3 years has been provided to comply with this requirement.
DHS have completed the maximum permitted term and their appointment is upto the conclusion of this AGM.
In compliance with the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and Rules framed
thereunder and based on recommendation of the Audit Committee, the Board of Directors at its meeting held on 22nd June, 2017 recommended
the appointment of, Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants (ICAI Firm Registration No.012754N/
N500016) (“PWC”) as the Joint Statutory Auditor of the Company to hold office for a term of five years i.e. from the conclusion of this Annual
General Meeting till the conclusion of Forty-Sixth Annual General Meeting to be held in the year 2022 of the Company (subject to ratification
at Annual General Meeting as applicable) on such remuneration (excluding service tax and out of pocket expenses in connection with the
audit of the Accounts of the Company) as may be fixed by the Board of Directors of the Company on the recommendation of the Audit
Committee.
PWC have provided their consent, certificates and declarations as required under Section 139 and 141 of the Companies Act, 2013 and
Companies (Audit and Auditors) Rules, 2014.
None of the Directors and Key Managerial Personnel of the Company or their relatives are in any way concerned or interested in the
resolution mentioned at Item no.6 of the Notice.
The Board of Directors recommends the ordinary resolution set forth at item no.6 of the Notice, for the approval of the members.
Item no. 7
HDS & Associates LLP, Chartered Accountants (ICAI Firm Registration No. W100144), were appointed as the Joint Statutory Auditor of
the Company for a term of five years at the Fortieth AGM of the Company held on 29th September 2016 to hold office till the conclusion of
Forty-Fifth AGM to be held in the year 2021.
As per the provision of section 139(1) of the Act, their appointment for the above tenure is subject to ratification by the Members at every
AGM.
As per the requirement of the Act, HDS & Associates LLP, Chartered Accountants (ICAI Registration No. W100144) have confirmed that
the appointment would be within the limit specified under section 141 of the Act and they are not disqualified to be appointed as the Joint
Statutory Auditor of the Company in terms of the provision of Section 139 and 141 of the Act and the provision of the Companies (Audit and
Auditors) Rules, 2014.
None of the Directors and Key Managerial Personnel of the Company or their relatives are in any way concerned or interested in the
resolution mentioned at Item no.7 of the Notice.
The Board of Directors recommends the ordinary resolution set forth in item no.7 of the Notice for the approval of the Members.
Item no. 8
As Members are aware, the Company is undertaking several projects/contracts in India and abroad and may also open /acquire new branches
in India and abroad in future. To enable the Board of Directors to appoint Branch Auditors for auditing the accounts of the Company’s Branch
Offices, the necessary authorisation of the members is being sought in accordance with the provisions of Section 143 of the Act, in terms of
the resolution at Item No.8 of the accompanying Notice.
None of the Directors and Key Managerial Personnel of the Company or their relatives are in any way concerned or interested in the
resolution mentioned at Item no.8 of the Notice.
The Board of Directors recommends the ordinary resolution set forth at item no.8 of the Notice, for the approval of the members.
Item no. 9
Pursuant to Section 148 of the Act, read with the Companies (Audit & Auditors) Rules 2014, the Company is required to have the audit of
its cost records conducted by a Cost Accountant in Practice. The Board, on the recommendation of the Audit Committee, has approved the
appointment and remuneration of M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No.00294) as the Cost Auditors
to conduct the audit of the cost records maintained by the Company for the Financial Year 2017-18, for a remuneration of ` 2,00,000/-
(excluding out of pocket expenses plus tax).
M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No.00294) have furnished a certificate regarding their eligibility for
appointment as Cost Auditors of the Company. They have vast experience in the field of Cost Audit.
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration
payable to the Cost Auditors has to be ratified by the members of the Company.
Accordingly, consent of the members is sought for ratification of the remuneration payable to the Cost Auditors for the financial year 2017-18.

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AFCONS INFRASTRUCTURE LIMITED
None of the Directors and Key Managerial Personnel of the Company or their relatives are in any way concerned or interested in the
resolution mentioned at Item no.9 of the Notice.
The Board of Directors recommends the ordinary resolution set forth at item no.9 of the Notice, for the approval of the members.
Item no. 10
In terms of the provisions of the Act and the Articles of Association of the Company, pursuant to the recommendation of the Nomination
and Remuneration Committee, the Board of Directors at its meeting held on 29th September, 2016 appointed Mr. Giridhar Rajagopalan
(DIN - 02391515) as an Additional Director and Whole-time Director designated as Executive Director (Technical) with effect from 1st October
2016. Mr. Giridhar Rajagopalan holds office only up to the date of this Annual General Meeting. The Company has received notice in writing
under Section 160 of the Act along with a deposit of ` 100,000/- from a member signifying its intention to propose Mr. Giridhar Rajagopalan
as a candidate for the office of a Director of the Company at this Annual General Meeting of the Company.
The Company has received from Mr. Giridhar Rajagopalan (i) consent in writing to act as director (ii) a declaration to the effect that he is not
disqualified from being appointed as Director of the Company in terms of provisions of Section 164(2) of the Act.
The Board seeks the approval of the members for the appointment of Mr. Giridhar Rajagopalan as Director of the Company, liable to retire by
rotation, pursuant to the provision of Section 152 and other applicable provisions, if any, of the Act and the Rules made thereunder.
The details of Mr. Giridhar Rajagopalan have been given in the annexure attached to the Notice.
Except Mr. Giridhar Rajagopalan, to whom the resolution relates, none of the other Director, Key Managerial Personnel of the Company or
their relatives are concerned or interested in the said resolution except to the extent of their shareholding in the Company, if any.
The Board recommends the ordinary resolution set forth at item no.10 for the approval of the members.
Item 11
In terms of the provisions of the Act and the Articles of Association of the Company, pursuant to the recommendation of the Nomination
and Remuneration Committee, the Board of Directors at its meeting held on 29th September, 2016 appointed Mr. Akhil Kumar Gupta
(DIN - 03188873)  as an Additional Director and Whole-time Director designated as Executive Director (Operations) with effect from
1st October 2016. Mr. Akhil Kumar Gupta holds office only up to the date of this Annual General Meeting. The Company has received notice
in writing under Section 160 of the Act along with a deposit of ` 100,000/- from a member signifying its intention to propose Mr. Akhil Kumar
Gupta as a candidate for the office of a Director of the Company at this Annual General Meeting of the Company.
The Company has received from Mr. Akhil Kumar Gupta (i) consent in writing to act as director (ii) a declaration to the effect that he is not
disqualified from being appointed as Director of the Company in terms of provisions of Section 164(2) of the Act.
The Board seeks the approval of the members for the appointment of Mr. Akhil Kumar Gupta as Director of the Company, liable to retire by
rotation, pursuant to the provision of Section 152 and other applicable provisions, if any, of the Act and the Rules made thereunder.
The details of Mr. Akhil Kumar Gupta have been given in the annexure attached to the Notice.
Except Mr. Akhil Kumar Gupta, to whom the resolution relates, none of the other Director, Key Managerial Personnel of the Company or their
relatives are concerned or interested in the said resolution except to the extent of their shareholding in the Company, if any.
The Board recommends the ordinary resolution set forth at item no.11 for the approval of the members.
Item 12
The Members of the Company at the Thirty- Eighth Annual General Meeting of the Company held on 30th September, 2014, had approved
the re-appointment of Mr. S. Paramasivan as Deputy Managing Director of the Company and the terms of remuneration payable to him for
the period from 1st July 2014 to 30th June 2017.
The Members had inter alia approved perquisites being contribution to provident fund, superannuation fund as per the company’s rules.
Mr. S. Paramasivan attains the age of superannuation (i.e. 60 years) on 20th May 2017. Hence, for the interim period i.e. from 21st May 2017
till 30th June 2017, contribution to provident fund, superannuation fund would be paid as per the provisions of Employees Provident Fund &
Miscellaneous Provision Act, 1952 and Income Tax Act 1961.
All other terms and conditions relating to his re-appointment and remuneration as approved earlier by the Members remain unchanged.
None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr. S. Paramasivan, to whom the
resolution relates, are concerned or interested in the Resolution mentioned at Item No. 12 of the Notice.
The Board recommends the special resolution set forth in item no. 12 for the approval of the Members.
Item 13-16
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on
29th September, 2016 appointed Mr. Giridhar Rajagopalan (DIN: 02391515) as Whole-time Director designated as Executive Director
(Technical) and Mr. Akhil Kumar Gupta (DIN-03188873) as Whole-time Director designated as Executive Director (Operations) with effect
from 1st October 2016 and for a period upto to 30th June, 2019.
Also pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on
22nd June 2017 re-appointed Mr. K.Subrahmanian as Vice Chairman and Managing Director and Mr. S.Paramasivan as Deputy Managing
Director for a further period of 3 (three) years with effect from 1st July 2017 upto 30th June 2020.
The Company has received from Mr. K.Subrahmanian, Mr. S.Paramasivan, Mr. Giridhar Rajagopalan and Mr. Akhil Kumar Gupta (i) consent
in writing to act as director (ii) a declaration to the effect that he is not disqualified from being appointed as Director of the Company in terms
of provisions of Section 164(2) of the Act, respectively.

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AFCONS INFRASTRUCTURE LIMITED
The terms of appointment /re-appointment of each of the aforesaid Directors are set forth in the notice to the Forty-First Annual General
Meeting.
The resolutions seek the approval of the members in terms of Sections 196,197 and 203 read with Schedule V and other applicable
provision of the Companies Act, 2013 and the Rules made thereunder for the appointment of Mr. Giridhar Rajagopalan as Whole-time
Director designated as Executive Director (Technical) and Mr. Akhil Kumar Gupta as Whole-time Director designated as Executive Director
(Operations) for a period from 1st October 2016 upto to 30th June, 2019 and for the re-appointment of Mr. K.Subrahmanian as Vice Chairman
and Managing Director and Mr. S.Paramasivan as Deputy Managing Director for a further period of 3 (three) years with effect from 1st July
2017 upto 30th June 2020.
Except Mr. K. Subrahmanian, Mr. S. Paramasivan, Mr. Giridhar Rajagopalan and Mr. Akhil Kumar Gupta, who are concerned/ interested in
their respective resolution, none of the other directors and key managerial personnel or their relatives are concerned or interested in the
aforesaid resolutions.
The above may also be treated as an abstract of the terms and condition of the reappointment/ appointment and remuneration agreed
between the Company and Mr. K. Subrahmanian, Mr. S. Paramasivan, Mr. Giridhar Rajagopalan and Mr. Akhil Kumar Gupta, respectively
pursuant to Section 190 of the Companies Act, 2013.
The details of Mr. K. Subrahmanian, Mr. S. Paramasivan, Mr. Giridhar Rajagopalan and Mr. Akhil Kumar Gupta are given in the Annexures
attached to the Notice.
Although the Company foresees profits during the term of the whole-time director, due to unforeseen events the Company may have
inadequacy of profits or / insufficiency of profits in a particular financial year during the said terms of appointment. Hence, members consent
is sought, out of abundant caution, to payment of the remuneration as stated in the resolution at item no.13 and 16 to Mr. K. Subrahmanian,
Mr. S. Paramasivan, Mr. Giridhar Rajagopalan and Mr. Akhil Kumar Gupta, respectively as minimum remuneration. In this regard, as
required under Schedule V Section II Part B condition (iv) of the Companies Act, 2013, the additional information of Mr. K. Subrahmanian,
Mr. S. Paramasivan, Mr. Giridhar Rajagopalan and Mr. Akhil Kumar Gupta, respectively of the Company is furnished below:
I. GENERAL INFORMATION
1. Nature of industry – Construction Industry
2. Date or expected date of commencement of commercial production – N.A.
3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing
in the prospectus – N.A.
4. Financial performance based on given indicators  (Standalone Financials)

Financial Parameter Financial Year (` In crores)

2016-17 2015-16 2014-15
Revenue from operation 5842.59 4309.47 3,168.24
Net Profit after Tax 75.12 87.73 78.97
EPS (`) 2.20 2.57 10.96
Dividend Amount (Preference Shares) 0.05 0.05 0.05
Dividend Amount (Equity Shares) 21.59 21.59 10.80
Dividend % (Preference Shares) 0.01 0.01 0.01
Dividend % (Equity Shares) 30 30 15

5. Export performance and net foreign exchange collaborations (Standalone Financials)

FOREIGN EXCHANGE EARNINGS AND OUTGO Financial Year (` In crores)
2016-17 2015-16 2014-15
Earnings 885.85 708.49 1,421.02
Outgo 866.96 654.25 1,266.48
6. Foreign investments or collaborators, if any
The Company has developed strategic association with various International Companies like Sibmost OJSC of Russia,
Transtonnelstroy Limited of Russia, Sener Ingenieria Y Sistemas S.A. of Spain, Technip of France, IHI Corporation of Japan
Strabag SA of Austria, Saipem SA of France and PT.Gunanusa Utama Fabricators of Indonesia etc. for undertaking Projects both
in India and abroad.
II. INFORMATION ABOUT THE APPOINTEE:
A. Mr. K.Subrahmanian, Vice Chairman and Managing Director
1. Background details:
Mr. K. Subrahmanian, aged 59 years, an Indian National is the Whole-Time Director of the Company. He is working with
the Company for over 14 years and is designated as Vice Chairman & Managing Director of the Company with effect from
26th September, 2013.

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AFCONS INFRASTRUCTURE LIMITED
Mr. K. Subrahmanian is an alumnus of NIT, Trichy from where he graduated in mechanical engineering. He is also an alumnus
of NITIE, Mumbai from where he did his post graduation in Industrial Engineering.
Mr. K. Subrahmanian has previously worked with Hindustan Construction Company Ltd. He has vast experience in areas of
project management including project planning, execution, and overall project management apart from contract management
and corporate planning. He is the Indian representative in Dispute Review Board Foundation, USA. He spearheads the
effort of industry association in standardizing contract conditions, documentation etc. in close co-ordination with planning
commission, PMO & Various central and State Ministries. He is associated for development of Project Management Modules
for Educational Institutions like NICMAR and visiting faculty for various training institutes. Indian Society on Construction Law
and Construction Industry Development Council (CIDC). He is also a member of the Academic Council of National Institute of
Industrial Engineering (NITIE) Mumbai.
2. Past remuneration:
(in ` p.a)
Year Salary PF/SA Perquisites Total Remuneration
2016-17 49,50,000 13,36,500 2,03,68,503 2,66,55,003
3. Recognition or awards
Mr. K.Subrahmanian is a recipient of the “Bharat Shiromani Award, 2004” in recognition for his notable contribution in the
construction industry.
4. Job profile and his suitability
Mr. K.Subrahmanian is the Whole-time Director of the Company and is designated as Vice Chairman and Managing Director
of the Company with effect from 26th September, 2013. He has more than 30 years’ experience in infrastructure space. He is
responsible for the management of the entire business operation of the Company.
5. Remuneration proposed:
The details of the remuneration proposed to be paid to Mr. K.Subrahmanian Vice Chairman and Managing Director of the
Company is set out in the resolution at item no.13 of the Notice.
6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person
The remuneration proposed to be paid to Mr. K.Subrahmanian Vice Chairman and Managing Director is commensurate with
the remuneration packages paid to his similar level counterparts in other companies in the industry.
7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.
Mr. K.Subrahmanian, Vice Chairman and Managing Director is not related to any managerial personnel in the Company. He
does not have any pecuniary relationship, directly or indirectly with the Company or with any managerial personnel beside the
remuneration set out in the resolution at Item no.13 and except to the extent of his shareholding in the equity share capital of
the Company.
B. Mr. S.Paramasivan, Deputy Managing Director
1. Background details:
Mr. S.Paramasivan, aged 60, an Indian national is a Whole-Time Director on the Board of the Company and is currently
designated as Deputy Managing Director.
He is an alumnus of the University of Madurai from where he graduated in Commerce. He is a Certified Associate of the Indian
Institute of Bankers, a Fellow Member of The Institute of Cost and Management Accountants of India and The Institute of
Companies Secretaries of India. He is also a Stanford Certified Project Manager.
He has previously served the State Bank of Travancore for over 15 years and Fouress Engineering (India) Ltd., for over 6
years. He has contributed articles on matters of interest on Banking & Finance including a book on `Banking’ for internal
promotion of officials in the Bank.
He was a member of the Banking & Finance Committee of the Bombay Chamber of Commerce and Industry and was in its
core group. He is currently a Member in the Taxation Committee of CII and a Member in Infrastructure Committee of FICCI.
He is working with the Company for over 15 years as an Executive Director and is designated as the Deputy Managing Director
w.e.f. 1st April, 2012. He has also served on the Board of a few other companies as Independent Director.
2. Past remuneration:
(in ` p.a)
Year Salary PF/SA Perquisites Total Remuneration
2016-17 41,25,000 11,13,750 1,61,25,249 2,13,63,999
3. Recognition or awards - NIL
4. Job profile and his suitability
Mr. S.Paramasivan is the Whole-time Director of the Company and having more than 37 years experience. He is currently
designated as Deputy Managing Director of the Company with effect from 1st April 2012. His functional responsibility includes
Business Development, Finance, Commercial, Taxation, Legal and Secretarial.

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AFCONS INFRASTRUCTURE LIMITED
5. Remuneration proposed
The details of the remuneration proposed to be paid to Mr. S.Paramasivan, Deputy Managing Director of the Company is set
out in the resolution at item no.14 of the Notice.
6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person
The remuneration proposed to be paid to Mr. S.Paramasivan, Deputy Managing Director is commensurate with the remuneration
packages paid to his similar level counterparts in other companies in the industry.
7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.
Mr. S.Paramasivan, Deputy Managing Director is not related to any managerial personnel in the Company. He does not have
any pecuniary relationship, directly or indirectly with the Company or with any managerial personnel beside the remuneration
set out in the resolution at item no.14 and except to the extent of his shareholding in the equity share capital of the Company.
C. Mr. Giridhar Rajagopalan, Executive Director (Technical)
1. Background details:
Mr. Giridhar Rajagopalan, aged 60, an Indian national is a Whole-Time Director on the Board of the Company w.e.f.
1st October, 2016 and is designated as Executive Director (Technical).
Mr. Giridhar Rajagopalan graduated in Civil Engineering from Sardar Patel College of Engineering, Mumbai. He has experience
of over 36 years. He has worked with companies like Peninsula Land Ltd (Ashok Piramal Group Enterprise) & V Karma Capital
(owned by DLF).
He heads the technical functions of the Company like Design, Quality, Safety, Technical Training and Knowledge Management
other than handling technically challenging projects. He brings with him rich experience in Methods and Technology. He is
part of the CMEG (Core Method and Engineering Group) formed to help continual improvement on projects. He is playing an
important role in transforming the company from that of construction to that of EPC player.
He has implemented Lean construction in some of the projects of the Company.
2. Past remuneration:
(in ` p.a)
Year Salary PF/SA Perquisites Total Remuneration
2016-17 11,26,350 3,04,115 60,82,786 75,13,251
3. Recognition or awards - NIL
4. Job profile and his suitability
Mr. Giridhar Rajagopalan is the Whole-time Director of the Company and having more than 36 years’ experience. He is
currently designated as Executive Director (Technical) of the Company with effect from 1st October 2016. He heads the
technical functions of the Company like Design, Quality, Safety, Technical Training and Knowledge Management other than
handling technically challenging projects
5. Remuneration proposed
The details of the remuneration proposed to be paid to Mr. Giridhar Rajagopalan, Executive Director (Technical) of the
Company is set out in the resolution at item no.15 of the Notice.
6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person
The remuneration proposed to be paid to Mr. Giridhar Rajagopalan, Executive Director (Technical) is commensurate with the
remuneration packages paid to his similar level counterparts in other companies in the industry.
7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.
Mr. Giridhar Rajagopalan, Executive Director (Technical) is not related to any managerial personnel in the Company. He does
not have any pecuniary relationship, directly or indirectly with the Company or with any managerial personnel beside the
remuneration set out in the resolution at item no.15 and except to the extent of his shareholding in the equity share capital of
the Company.
D. Mr. Akhil Kumar Gupta, Executive Director (Operation)
1. Background details:
Mr. Akhil Kumar Gupta, aged 58, an Indian national is a Whole-Time Director on the Board of the Company w.e.f. 1st October, 2016
and is designated as Executive Director (Operations).
Mr. Akhil Kumar Gupta is B.E. (Civil) from University of Roorkee (IIT, Roorkee) and M. Tech (Management & Systems) from
IIT, Delhi. He has over 33 years of experience with Companies like Petron Civil Engineering Pvt. Ltd., Punj LLoyd Ltd.,
Ircon International Ltd., Sulabh International Ltd. etc., in the area of Corporate Management, Business Development, and
successful execution of large value infrastructure and industrial projects.
As Director – Operations at Afcons Infrastructure Limited, since January 2014, he is responsible for company’s business in
Surface Transport (Roads, Railways & Bridges) and handling several large value Infrastructure Projects.
He has presented papers on Construction management at domestic and international conferences.

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AFCONS INFRASTRUCTURE LIMITED
2. Past remuneration:
(in ` p.a)
Year Salary PF/SA Perquisites Total Remuneration
2016-17 11,25,600 3,03,912 76,44,632 90,74,144
3. Recognition or awards
• Recipient of Best Technologist award from CIDC for the year 2012.
• Honoured by Institution of Engineers in 2004 for outstanding achievement in the field of Infrastructure Projects.
• Honoured by Union Minister of Railways, Government of India, for professional excellence during Project execution in a
foreign Country in 1996.
4. Job profile and his suitability
Mr. Akhil Kumar Gupta is the Whole-time Director of the Company and having more than 33 years’ experience. He is currently
designated as Executive Director (Operations) of the Company with effect from 1st October 2016. He is responsible for
company’s business in Surface Transport (Roads, Railways & Bridges), handling several large value Infrastructure Projects.
5. Remuneration proposed
The details of the remuneration proposed to be paid to Mr. Akhil Kumar Gupta, Executive Director (Operations) of the Company
is set out in the resolution at item no.16 of the Notice.
6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person
The remuneration proposed to be paid to Mr. Akhil Kumar Gupta, Executive Director (Operations) is commensurate with the
remuneration packages paid to his similar level counterparts in other companies in the industry.
7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.
Mr. Akhil Kumar Gupta, Executive Director (Operations) is not related to any managerial personnel in the Company. He does
not have any pecuniary relationship, directly or indirectly with the Company or with any managerial personnel beside the
remuneration set out in the resolution at item no.16 and except to the extent of his shareholding in the equity share capital of
the Company.
III. OTHER INFORMATION
1. Reasons of loss or inadequate profits
The Infrastructure Industry faces uncertain / unforeseen changes. The Company is executing the Projects mainly through Joint
Ventures/ Collaboration. On a standalone basis the Company may have inadequacy of profits or / insufficiency of profits on
standalone basis in a particular financial year during the said terms of appointments. Hence, members consent is sought, out
of abundant caution, to payment of the remuneration as stated in the resolution at item no.13 to 16 to Mr. K.Subrahmanian,
Mr. S.Paramasivan, Mr. Giridhar Rajagopalan and Mr. Akhil Kumar Gupta respectively as minimum remuneration.
2. Steps taken or proposed to be taken for improvement
The Company is strengthening its operations, systems and cost controls. The Company is pursuing business opportunity in its
core and new areas including jobs abroad to increase its order book position. The general outlook for the construction industry is
positive.
3. Expected increase in productivity and profits in measurable terms.
With the steps proposed to be taken by the management, the Company expects to improve profitability on a standalone basis in
the next 3 years.
DISCLOSURES:
The remuneration packages of Mr. K.Subrahmanian, Mr. S.Paramasivan, Mr. Giridhar Rajagopalan and Mr. Akhil Kumar Gupta are detailed
in the resolutions at item no. 13 to 16 respectively of the Notice.
Interest of Directors:
Mr. K.Subrahmanian, Mr. S.Paramasivan, Mr. Giridhar Rajagopalan and Mr. Akhil Kumar Gupta are deemed to be interested in the respective
resolutions pertaining to their remuneration. No other Directors of the Company are directly or indirectly concerned or interested in this
resolution.
This may be treated as notice required to be sent to the shareholders pursuant to Section 190 of the Companies Act, 2013.
Your Director recommends the special resolutions at item no.13 to 16 for the approval of the members.
Item no. 17-18
The members  at the Thirty-Eight Annual General Meeting held on 30th September 2014 had appointed Mr. N.D.Khurody (DIN-00007150) and
Mr. R.M.Premkumar (DIN- 00328942) as an Independent Directors, not be liable to retire by rotation, to hold office for a term of 3 consecutive
years upto the conclusion of the Forty-First Annual General Meeting of the Company to be held in the year 2017. Accordingly, the current term
of Mr. N.D.Khurody and Mr. R.M.Premkumar as an Independent Directors will expires at this Annual General Meeting.

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AFCONS INFRASTRUCTURE LIMITED
In accordance with the provisions of section 149, 152 and other applicable provision, if any, of the Companies Act 2013, read with the Rules
made thereunder and Schedule IV of the Company Act, 2013 and in view of rich experience, continued valuable guidance to the management
and the performance of Mr. N.D.Khurody and Mr. R.M.Premkumar, it is proposed to re-appoint them as an Independent Director, not liable
to retire by rotation, to hold office for a term of 3 consecutive years upto the conclusion of the Forty-Fourth Annual General Meeting of the
Company to be held in the calendar year 2020.
The Company has received notices in writing under Section 160 of the Companies Act, 2013 along with a deposits of ` 100,000/- each from
members signifying their intention to propose Mr. N.D.Khurody and Mr. R.M.Premkumar as the candidate for the office of the Independent
Directors of the Company.
The Company has received from Mr. N.D.Khurody and Mr. R.M.Premkumar (i) consent in writing to act as director (ii) a declaration to the
effect that each of them are not disqualified from being appointed as Director of the Company in terms of provisions of Section 164(2) of the
Companies Act, 2013. (iii) a declaration to the effect that each of them meet the criteria of independence as provided in subsection (6) of
section 149 of the Companies Act, 2013.
In the opinion of the Board of Directors, Mr. N. D. Khurody and Mr. R. M. Premkumar fulfills the conditions for appointment as the Independent
Directors as specified in the Companies Act, 2013 and the Rules made there under and is independent of the management.
A copy of the draft letter for appointment of Mr. N.D.Khurody and Mr. R.M. Premkumar as Independent Directors would be available for
inspection at the registered office of the Company during 9.00 a.m to 5.15 p.m. on any working day, excluding Saturday and Sunday.
The details of Mr. N.D.Khurody and Mr. R.M.Premkumar have been given in the annexure attached to the Notice.
Save and except Mr. N.D.Khurody and Mr. R.M.Premkumar, none of the Directors or Key Managerial Personnel of the Company including
their relatives is, in anyway concerned or interested in the Resolution.
The Board recommends the special resolution set forth at item no.17-18 for the approval of the members.
Item no. 19
As per provisions of Section 23 and 42 of the Act read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014
a company shall not make a Private Placement of its securities unless the proposed offer of securities or invitation to subscribe to securities
has been previously approved by the Shareholders of the Company by a Special Resolution for each of the offers or invitations.
Section 71 of the Act read with Rule 18 of Companies (Share Capital and Debentures) Rules, 2014 governs the provisions relating to issue
of debentures. In case of offer / issuance of Unsecured, Redeemable, Unlisted, Non-Convertible Debentures (“NCDs”), passing of a Special
Resolution by the members for all such offers / invitation for such debentures, once in a year is sufficient.
In view of the aforesaid provisions and in order to augment resources for, inter alia, the ongoing capital expenditure, long term working capital/
short term working capital and for general corporate purposes, consent of the members is sought to the raising of ` 2,00,00,00,000/- (Rupees
Two Hundred Crores only) vide issue of NCDs on private placement basis in one or more tranches, on such terms and conditions and to such
investors as the Board of Directors of the Company (or any duly constituted Committee of the Board of Directors) may determine from time
to time. The raising of funds through NCDs shall be within the overall borrowing limits under Section 180(1)(c) of the Act as approved by the
members of the Company at the Annual General Meeting of the Company held on 30th September 2014.
The Company seeks to pass an enabling resolution to borrow funds from time to time vide issue of NCDs for an amount not exceeding
` 200 crores (Rupees Two Hundred Crores only). The pricing of the NCDs will depend primarily upon the prevailing market conditions. The
terms and conditions for each of the issuance would be approved by the Board of Directors or any of its Committee duly authorized in this regard.
None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the said
resolution except to the extent of their shareholding in the Company, if any.
The Board recommends the special resolution set forth at item no.19 for the approval of the members.

Regd.Office: By Order of the Board of Directors

“AFCONS HOUSE”,
16, Shah Industrial Estate,
Veera Desai Road, Azadnagar P.O.,
Andheri (West), Mumbai-400 053 P. R. Rajendran
CIN - U45200MH1976PLC019335 Company Secretary

Place: Mumbai
Dated: 22nd June, 2017

14
AFCONS INFRASTRUCTURE LIMITED
Annexure to the Notice
Details of the Directors Seeking Appointment at the Forty- First Annual General Meeting
1 Particulars Mr. Pallon S. Mistry
Date of Birth 12.03.1992
Date of Appointment 29.06.2015
Qualification Bachelors in Global Business Management from The Regent Business
School, London and MSc (Strategic Marketing) from the Imperial
College, London.
Experience in Specific Functional Area Global Business Management, Strategic Planning
Directorship held in other Companies. 1. Forbes Technosys Limited
2. Forvol International Services Limited
3. Shapoorji Pallonji Oil and Gas Private Limited
4. Shapoorji Pallonji Infrastructure Capital Company Private Limited
5. Image Realty Private Limited (Converted to LLP)
6. Sterling and Wilson Private Limited
7. Eureka Forbes Limited
Membership / Chairmanship of Committees of other Public Co. -
(Includes only Audit Committee and Shareholders / Investors
Grievance Committee)
Number of Equity Shares held -
Terms and Condition of appointment Director liable to retire by rotation
Remuneration sought to be paid Sitting fees for attending Board meetings.
Number  of  meeting  of  the  Board  attended  (during  the 3
Financial year 2016-17)
Remuneration last drawn (during the Financial year 2016-17) ` 1,50,000/-
Relationship  with  other  Directors,  Manager  and  Key Related to Mr. Shapoor P. Mistry, Chairman of the Company
Managerial Personnel of the Company

2 Particulars Ms. Roshen M. Nentin

Date of Birth 12.12.1952
Date of Appointment 01.10.2015
Qualification Fellow Member of the Institute of Chartered Accountants of India
Experience in Specific Functional Area She joined Shapoorji Pallonji Group in 1978 and held the position of
Company Secretary of Shapoorji Pallonji and Company Pvt. Ltd., for a
period of 37 years. At present, she is Director on the Board of several
companies of Shapoorji Pallonji Group.
Directorship held in other Companies. 1. Cyrus Chemicals Private limited
2. Pallonji Shapoorji and Company Private limited
3. S P Kam Synthetics Private Limited
4. Shapoorji and Company Private Limited
5. Shapoorji Pallonji (Gwalior) Private Limited
6. S C Impex Private Limited
7. Cyrus Investments Private Limited
8. S C Finance and Investments Private Limited
9. Sterling Investment Corporation Private Limited
10. Anand Investment Private Limited
11. Mayflower Developers Private Limited
12. Glittery Realty and Construction Private Limited
13. Gretel Systems and Development Private Limited
14. Shapoorji Data Processing Private Limited
15. Advance Tech Energy Additives Private Limited
16. Roxanna Consultancy Services Private Limited
17. Ostendo Consultancy Services Private Limited
18. Hampus Consultancy Services Private Limited
Membership / Chairmanship of Committees of other Public Co. ---
(Includes only Audit Committee and Shareholders / Investors
Grievance Committee)
Number of Equity Shares held 3310
Terms and Condition of appointment Director Liable to retire by rotation
Remuneration sought to be paid Sitting fees for attending Board meetings
Number  of  meeting  of  the  Board  attended  (during  the 4
Financial year 2016-17)
Remuneration last drawn (during the Financial year 2016-17) ` 2,00,000/-
Relationship  with  other  Directors,  Manager  and  Key ---
Managerial Personnel of the Company

15
AFCONS INFRASTRUCTURE LIMITED

3 Particulars Mr.K.Subrahamanian
Date of Birth 03.06.1958
Date of Appointment 15.11.2002
Qualification B.E. (Mech). Trichy. Post graduate in Industrial Engg. from NITIE, Mumbai
Experience in Specific Functional Area He has vast experience in areas of project management including
project planning, execution, and overall project management apart
from contract management and corporate planning. He is the
Indian representative in Dispute Review Board Foundation, USA.
He spearheads the effort of industry association in standardizing
contract conditions, documentation etc. in close co-ordination with
planning commission, PMO & Various central and State Ministries.
He is associated for development of Project Management Modules
for Educational Institutions like NICMAR and visiting faculty for
various training institutes. Indian Society on Construction Law and
Construction Industry Development Council (CIDC). He is also a
member of the Academic Council of National Institute of Industrial
Engineering (NITIE) Mumbai.
Directorship held in other Companies. Simar Port Private Limited
Membership / Chairmanship of Committees of other Public -
Co. (Includes only Audit Committee and Shareholders /
Investors Grievance Committee)
Number of Equity Shares held 58,208
Terms and Condition of appointment Director liable to retire by rotation.
He is the Vice Chairman and Managing Director of the Company. His
terms and conditions of appointment are as per the Resolution No. 13
of this Notice.
Remuneration sought to be paid As per Resolution No. 13 of this Notice.
Number of meeting of  the  Board  attended  (during  the 4
Financial year 2016-17)
Remuneration last drawn (during the Financial year 2016-17) ` 2,66,55,003/-
Relationship  with  other  Directors,  Manager  and  Key -
Managerial Personnel of the Company

4 Particulars Mr.S. Paramasivan

Date of Birth 20.05.1957
Date of Appointment 10.06.2002
Qualification B.com; CAIIB, FCMA, FCS, SCPM
Experience in Specific Functional Area He has previously served State Bank of Travancore for over 15 years
and Fouress Engineering (India) Ltd. for over 6 years. He has vast
experience in banking & finance. He has excelled himself in Turnaround
Management with both theoretical and practical experience. He
was a member of the Banking & finance Committee of the Bombay
Chamber of Commerce and Industry and was in its core group. He
has contributed articles on banking and finance, including a book on
‘Banking’ for internal promotion of officials in the bank. He is a Member
in the National Committee on Infrastructure of FICCI and Member in
Taxation Committee of CII. He has also served on the Boards of a few
other companies as Independent Director. Since 2002 he is associated
with the Company as a Whole Time Director.
Directorship held in other Companies. 1. Afcons Corrosion Protection Pvt. Ltd.
2. Afcons (Mideast) Constructions Investments Private Limited
Membership / Chairmanship of Committees of other Public -
Co. (Includes only Audit Committee and Shareholders /
Investors Grievance Committee)
Number of Equity Shares held 26,280
Terms and Condition of appointment Director liable to retire by rotation.
He is the Deputy Managing Director of the Company. His terms and
conditions of appointment are as per the Resolution No. 14 of this Notice.
Remuneration sought to be paid As per the Resolution No. 14 of this Notice.
Number  of  meeting  of  the  Board  attended  (during  the 4
Financial year 2016-17)
Remuneration last drawn (during the Financial year 2016-17) ` 2,13,63,999/-
Relationship  with  other  Directors,  Manager  and  Key -
Managerial Personnel of the Company

16
AFCONS INFRASTRUCTURE LIMITED

5 Particulars Mr. Giridhar Rajagopalan

Date of Birth 18.02.1957
Date of Appointment 01.10.2016
Qualification B.E. (Civil)
Experience in Specific Functional Area He heads the technical functions of the Company like Design, Quality,
Safety, Technical Training and Knowledge Management other than
handling technically challenging projects. He brings with him rich
experience in Methods and Technology. He is part of the CMEG (Core
Method and Engineering Group) formed to help continual improvement
on projects.
Directorship held in other Companies. 1. Institute For Lean Construction Excellence
2. Afcons Corrosion Protection Private Limited
Membership / Chairmanship of Committees of other Public -
Co. (Includes only Audit Committee and Shareholders /
Investors Grievance Committee)
Number of Equity Shares held 2400
Terms and Condition of appointment Director liable to retire by rotation.
He is the Executive Director (Technical) of the Company. His terms
and conditions of appointment are as per the Resolution No. 15 of
this Notice.
Remuneration sought to be paid As per the Resolution No. 15 of this Notice.
Number  of  meeting  of  the  Board  attended  (during  the 2
Financial year 2016-17)
Remuneration last drawn (during the Financial year 2016-17) ` 75,13,251/-
Relationship  with  other  Directors,  Manager  and  Key -
Managerial Personnel of the Company

6 Particulars Mr. Akhil Kumar Gupta

Date of Birth 14.02.1959
Date of Appointment 01.10.2016
Qualification B.E. (Civil) and M. Tech
Experience in Specific Functional Area He has over 33 years of experience in the area of Corporate
Management, business Development and successful execution
of large value infrastructure and industrial projects. He heads the
Company’s business in Surface Transport (Roads, Railways &
Bridges).
Directorship held in other Companies. -
Membership / Chairmanship of Committees of other Public -
Co. (Includes only Audit Committee and Shareholders /
Investors Grievance Committee)
Number of Equity Shares held -
Terms and Condition of appointment Director liable to retire by rotation.
He is the Executive Director (Operations) of the Company. His terms
and conditions of appointment are as per the Resolution No. 16 of this
Notice.
Remuneration sought to be paid As per the Resolution No. 16 of this Notice.
Number  of  meeting  of  the  Board  attended  (during  the 2
Financial year 2016-17)
Remuneration last drawn (during the Financial year 2016-17) ` 90,74,144/-
Relationship  with  other  Directors,  Manager  and  Key -
Managerial Personnel of the Company

17
AFCONS INFRASTRUCTURE LIMITED

7 Particulars Mr. N. D. Khurody

Date of Birth 26.10.1936
Date of Appointment 22.12.2006
Qualification M.A. (Cantab.) Economics (Hons)
Experience in Specific Functional Area Mr. Khurody has spent almost his entire corporate career with the Tata
Group of Companies as an officer in the Tata Administrative Cadre
(TAS), till his retirement in October 2001 as the Managing Director
of Voltas Ltd. He has vast Experience in the Business and Financial
Planning.
Directorship held in other Companies. 1. Qi Lifecare Private Limited CN
2. Milestone Capital Advisors Limited
3. Khurody Technical Services Private Limited
4. Elephant Family Foundation India
Membership / Chairmanship of Committees of other Public Co. -
(Includes only Audit Committee and Shareholders / Investors
Grievance Committee)
Number of Equity Shares held -
Terms and Condition of appointment Director not liable to retire by rotation
Remuneration sought to be paid Sitting fees for attending Board Meetings
Number  of  meeting  of  the  Board  attended  (during  the 3
Financial year 2016-17)
Remuneration last drawn (during the Financial year 2016-17) 4,00,000
Relationship  with  other  Directors,  Manager  and  Key -
Managerial Personnel of the Company

8 Particulars Mr. R. M. Premkuar

Date of Birth 16.08.1945
Date of Appointment 18.12.2013
Qualification M.A., B.L., I.A.S.
Experience in Specific Functional Area More than 40 years of rich experience working at various dignified
positions for Government of Maharashtra and Government of India.
He retired as Chief Secretary, Govt. of India in the year 2006.
Directorship held in other Companies. 1. Fine-Line Circuits Limited
2. Lanco Kondapalli Power Limited
3. Rama Cylinders Private Limited
4. Lanco Vidarbha Thermal Power Limited
5. Lanco Infratech Limited
6. Newport India Private Limited
Membership / Chairmanship of Committees of other Public Co. 1. Lanco Vidarbha Thermal Power Limited – Audit Committee,
(Includes only Audit Committee and Shareholders / Investors Chairman
Grievance Committee) 2. Lanco Kondapalli Power Limited – Audit Committee
Number of Equity Shares held -
Terms and Condition of appointment Director not liable to retire by rotation
Remuneration sought to be paid Sitting fees for attending Board Meetings
Number  of  meeting  of  the  Board  attended  (during  the 4
Financial year 2016-17)
Remuneration last drawn (during the Financial year 2016-17) 4,25,000
Relationship  with  other  Directors,  Manager  and  Key -
Managerial Personnel of the Company

18
 AFCONS INFRASTRUCTURE LIMITED
Registered office: “Afcons House”, 16, Shah Industrial Estate, Veera Desai Rd., Azad Nagar, P.O., Andheri (West), Mumbai – 400 053
Tel.: 67191000 Fax: 26730047, Website: www.afcons.com; CIN: U45200MH1976PLC019335
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rules 19(3) of the Companies (Management and Administration) Rules, 2014]
Name of the member (s): E-mail Id:
Folio No/ Client Id: DP ID:
Registered address:
I/We, being the member (s) of ................................. shares of the above named company, hereby appoint
1. Name: ………………………………………………………………………………………………..... E-mail Id: ............................................................
Address: ……………………………………………………………………………………………..... Signature: ...........................................................
or failing him
2. Name: ………………………………………………………………………………………………..... E-mail Id: ............................................................
Address: ……………………………………………………………………………………………..... Signature: ...........................................................
or failing him
3. Name: ………………………………………………………………………………………………..... E-mail Id: ............................................................
Address: ……………………………………………………………………………………………..... Signature: ...........................................................
as my/ our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the Forty-First Annual General Meeting of the Company, to
be held on Wednesday the 27th September, 2017 at 4.30 p.m. at “Afcons House”, 16, Shah Industrial Estate, Veera Desai Rd., Azad Nagar, P.O.,
Andheri (West), Mumbai – 400 053 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No.
1. To receive, consider and adopt
a. the audited standalone financial statement of the Company for the financial year ended 31st March, 2017, the reports of the Board of Directors and Auditors
thereon.
b. the audited consolidated financial statement of the Company for the financial year ended 31st March, 2017 together with the Report of the Auditors thereon.
2. To confirm Interim dividend paid on the equity shares as Final dividend for the financial year 2016-17.
3. To declare dividend on Convertible Preference Shares.
4. To appoint a Director in place of Mr. Pallon S. Mistry (DIN: 05229734) who retires by rotation and being eligible offers himself for re- appointment.
5. To appoint a Director in place of Ms. Roshen Minocher Nentin (DIN: 00004884) who retires by rotation and being eligible offers herself for re-appointment.
6. To appoint Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants (ICAI Firm Registration No.012754N/N500016) as the Joint Statutory
Auditor of the Company and fixing their remuneration.
7. To ratify the appointment of HDS & Associates LLP, Chartered Accountants (ICAI Firm Registration No.W100144) as the Joint Statutory Auditors of the Company
and fixing their remuneration.
8. To appoint Branch Auditor of the Company.
9. To ratify the remuneration payable to the Cost Auditor for FY 2017-18.
10. To appoint Mr. Giridhar Rajagopalan (DIN-02391515) as the Director of the Company.
11. To appoint Mr. Akhil Kumar Gupta (DIN-03188873) as the Director of the Company.
12. To vary the terms of appointment and remuneration of Mr. S. Paramasivan, Deputy Managing Director of the Company for the period from 21st May 2017 to
30th June, 2017.
13. To re-appoint and revise remuneration of Mr. K. Subrahmanian (DIN - 00047592) as a Vice Chairman & Managing Director of the Company for a period of term of
3 years from 1st July, 2017 to 30th June 2020.
14. To re-appoint and revise remuneration of Mr. S.Paramasivan (DIN- 00058445) as a Deputy Managing Director of the Company for a period of term of 3 years from
1st July, 2017 to 30th June 2020.
15. To appoint Mr. Giridhar Rajagopalan (DIN-02391515) as Whole-time Director designated as Executive Director (Technical) of the Company.
16. To appoint Mr. Akhil Kumar Gupta (DIN-03188873) as Whole-time Director designated as Executive Director (Operations) of the Company.
17. To re-appoint Mr. N. D. Khurody as an Independent Director of the Company.
18. To re-appoint Mr. R. M. Premkumar as an Independent Director of the Company. Affix
19. To Issue NCDs on private placement basis up to ` 200 Crores. Revenue
Stamp
Signed this .................. day of ................ 2017

Signature of Member(s).................................................. Signature of Proxy holder(s) ..................................................

NOTES:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hour before the
commencement of the Meeting.
2. For Resolution, Explanatory Statement and Notes, please refer to the notice of the Forty-First Annual General Meeting.
3. A Proxy need not be a member of the Company.
4. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company
carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and
such person shall not act as a proxy for any other person or member.
5. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
6. In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

AFCONS INFRASTRUCTURE LIMITED

Registered office: “Afcons House”, 16, Shah Industrial Estate, Veera Desai Rd., Azad Nagar, P.O., Andheri (West), Mumbai – 400 053
Tel.: 67191000 Fax: 26730047, Website: www.afcons.com; CIN: U45200MH1976PLC019335

ATTENDANCE SLIP
I hereby record my presence at the Fortieth Annual General Meeting of the Company to be held at Afcons House, 16, Shah Industrial Estate,
Veera Desai Road, Azad Nagar, P.O., Andheri (West), Mumbai- 400 053 on Wednesday the 27th September, 2017 at 4.30 p.m.
Full Name of the *Member/Proxy : ……………………………………………………………………..
Folio No. OR Client/DP ID No. : ……………………………….................................... No. of Shares held : ………………………………...................

* strike out whichever is not applicable. SIGNATURE OF THE *MEMBER/PROXY

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