Ahlada Engineers Limited — AGM Information 2019

Oct 25, 2019

Date: 23rd October, 2019

To

The Manager, Listing Department National Stock Exchange of India Ltd, Exchange Plaza, C-1 Block G Bandra Kurla Complex, Bandra (E), MUMBAI - 400 051

Scrip Symbol: AHLADA

Dear Sir/Madam,

Sub: Submission of Minutes of 14th Annual General Meeting held on 27.09.2019 Reg.

This is to inform you that the 14th Annual General Meeting of the Members of the Company was held on Friday the 27th day of September, 2019 at 12.00 Noon. at ITC Kohenur, Plot No. 5, Survey No. 83/1, Hyderabad Knowledge City, Madhapur (HITEC City), Opp: Inorbit Mall, Hyderabad- 500081, Telangana to transacted the business as set out in the Notice.

Please find enclosed herewith the Minutes of 14th Annual General Meeting as per Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Kindly acknowledge the'receipt. Thanking you,

Yours faithfully,

For AHLADA ENGINEERS LIMITED

PKRRodl P.KODANDA RAMI REDD COMPANY SECRETARY

Encl: As above

Ahlada Engineers Limited

Regd. Office: Door No. 4-56, Sy. # 62/1/A & 67, Tech Mahindra Road, Bahadurpally, Dundigal (Gandimysamma) Mandal, Medchal Dist., Hyderabad - 500 043. Telangana, India. Phone: +91 98665 00811 / 98665 00822, E-mail: engineers@ahlada.com

AHLADA ENGINEERS LIMITED

Regd. Offic:Door No 4-56, Sy. No 62/1/A & 67 Tech Mahindra Road, Bahadurpally Village, Qutbullapur Mandal Hyderabad - 500043 Telangana

MINUTES OF THE $14^{\text{th}}$ ANNUAL GENERAL MEETING OF MEMBERS OF THE COMPANY HELD ON FRIDAY, $27^{\text{TH}}$ SEPTEMBER, 2019 AT 12.00 NOON AT ITC KOHENUR, PLOT NO. 5, SURVEY NO. 83/1, HYDERABAD KNOWLEDGE CITY, MADHAPUR (HITEC CITY), OPP: INORBIT MALL, HYDERABAD- 500081.

Persons on the Dais:

$T F$ $\rightarrow$ $F$ ,

S.No	Name of the Person	Designation
	Shri Ch.Suresh Mohan Reddy	Managing Director
$\overline{2}$	Shri M.Vikram Ravindra	Independent Director
$\overline{3}$	Shri.B.K.Sarma	Independent Director
$\overline{4}$	Shri N.Bhaskar Reddy	Independent Director
5	Ms.Ch.Kinnera	Whole Time Director
6	Shri. J. Abhinav Kumar Reddy	Whole Time Director
7	Shri. A. Narasimha Rao	Chief Financial Officer
8	Shri. M.Kotaiah	Senior Vice President-Operations
$\overline{9}$	Shri M.V. Ramana Reddy	From M/s Kishore & Venkat Associates,
10	Shri. K. Kishore Reddy	Statutory Auditors
11	Shri.P.Kodanda Rami Reddy	Company Secretary

Members / Proxies

Members present in person
Proxies present

Shri P.Kodanda Rami Reddy, Company Secretary introduced himself to all the members, delivered the welcome address, introduced the members on the dais and announced that Register of Directors' shareholding was placed before the Meeting as per Section 170 of the Companies Act, 2013 for inspection of all members.

The meeting was chaired by Shri. M.Vikram Ravindra, Non-Executive and Independent Director.

The Chairman gave an overview of the financial performance of the Company for the financial year 2018-19 and its future outlook.

The Chairman declared that the requisite quorum was present at the meeting. The Chairman speech was already circulated to the shareholders present at the Annual General Meeting.

On request by the Chairman, some of the members raised queries on the Company's financial statements and business operations which were then replied by the Shri Ch.Suresh Mohan Reddy, Managing Director and Shri A. Narasimha Rao, Chief Financial Officer.

$\mathcal{A} = \begin{pmatrix} 1 & \mathfrak{c} \ \mathfrak{c} \end{pmatrix}$

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Pursuant to section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2015 as amended from time to time, the exemption with respect to voting by electronic means is available to the Company which are referred to in Chapter XB or Chapter XC of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) regulations, 2009 and therefore company has opted to hold this meeting of the members physically only and Voting for the Agenda items as mentioned above was carried out through ballot voting. The Chairman also informed about the Ballot Papers distributed at the 14th AGM to enable shareholders to cast their votes.

The members were informed of the appointment of M/s. VCSR & Associates, Company Secretaries (CP No.6392) as the Scrutinizer for scrutinizing the process of electronic and ballot voting in a fair and transparent manner.

The Chairman informed the members that the Scrutinizer will submit his report on the results of electronic voting on or before 29th September, 2019.

The Chairman delivered his speech, the text of which is as under:

Chairman's Speech:

Good Morning Dear Shareowners, Friends and distinguished Guests

It is a great pleasure and privilege for me to welcome you all to the 14th Annual General Meeting. May I take this opportunity to extend to all of you warm greeting on behalf of the Board of Directors. I sincerely thank you all for your gracious presence and incessant support, on behalf of every member of our Ahlada Family and we hope to receive the same encouragement in the future.

The Notice convening the meeting along with the Directors' Report and the Audited Accounts for the financial year 2018-2019 has been with you for some time, and with your permission, I shall take them as read.

Before we discuss the performance of your Company, I would like to enumerate briefly the economic scenario during the period under consideration.

Economic Scenario:

India's gross domestic product (GDP) is expected to reach US$ 6 trillion by FY27 and achieve upper-middle income status on the back of digitisation, globalisation, favourable demographics, and reforms. India is expected to be the third largest consumer economy as its consumption may triple to US$ 4 trillion by 2025, owing to shift in consumer behaviour and expenditure pattern, according to a Boston Consulting Group (BCG) report; and is estimated to surpass USA to become the second largest economy in terms of purchasing power parity (PPP) by the year 2040, according to a report by PricewaterhouseCoopers.

Industry Structure and Developments:

Our Company is in the business of manufacturing steel doors and windows (steel-frame) and we cater to customers across various segments and industries. We currently have our facilities spread across 3 manufacturing units in addition to one assembling unit and stock yard, with

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an area admeasuring 34,211 square yards on the outskirts of Hyderabad. Additionally, we are also in the business of manufacturing cleanroom equipment for our customers in the pharmaceutical, biotechnology and food industries.

We have been gradually expanding our manufacturing facilities and have over the past decade, expanded the facilities to its current form and capacity. Presently, we have an installed capacity to manufacture 18,000 doors per month. The facilities to manufacture clean room equipment and furniture and windows is inter-operable, and hence, capacities for the same cannot be conclusively determined.

Master Manufacturing and Supply Agreement (MMSA) with Tata Steel Limited (TSL):

In order to expand our business and customer base, we have entered into a Master Manufacturing and Supply Agreement (MMSA) with Tata Steel Limited (TSL) on August 22, 2017, whereby TSL has assured off take of doors manufactured and shall work with us to improve process and line efficiency. We consider this alliance with TATA as one of our biggest strengths.

Further the Deed of Modification to Master Manufacturing and Supply Agreement (MMSA) and has also signed the Deed of Settlement between Tata Steel Limited (TSL) and the Company on April, 24, 2019.

The Agreement shall commence on the Effective Date and shall continue for a period from such date (the "Initial Term" of the Agreement) commencing from August 22, 2017 up to July 31, 2021 unless terminated pursuant to the Agreement. The Agreement shall stand automatically extended for an additional period up to June 30, 2022 (being the "Extension Period"), on the same terms and conditions contained in the Agreement. The Agreement may be renewed for a further period not less than 4 years and 11 months i.e from 1st July 2022 to 30th May 2027 (Renewed Period).

The customer may place orders of 10,000 products per month beginning January 2019, during the initial term of the agreement.

The customer shall place orders of 20,000 products per month during the extension period of the agreement, at the option of TSL. The Company and TSL agree to review the quantities of products ordered six months prior to the Extension Period to evaluate if TSL will be able to procure products beyond 20,000 units.

The minimum order quantity per month during the renewed period shall be mutually decided six months prior to the commencement of the period.

Tata Steel Limited agrees to purchase the Product from the Manufacturer during the Term, at the Price calculated in accordance with the agreed formula and the Manufacturer shall raise an invoice for the Products manufactured and supplied to the Customer upon shipment of Products along with all supporting documents.

The manufacturer shall raise invoice/debit note for Fixed Facility Charges and Fixed Processing Costs, as the case may be on monthly basis. The Parties shall review the Fixed Processing Cost annually until completion of Initial Term or such extended terms. Our Competitive strengths:

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• 1. Professional and Experienced Management team
• 1. Quality Products
• 1. Assured offtake of products
• 1. Strong customer relations with process and line improvement inputs from Tata Steel Limited
• 1. Integrated manufacturing facility with independent storage facility.

Our key strategies:

Our overall business strategy is:

• $\Box$ Maximize revenue through capacity expansion and increase in efficiency
• $\Box$ Reduction in cost of borrowing
• $\Box$ Enhancing production efficiency and minimize process losses
• $\Box$ Reduce operational costs and be cost competitive
• $\Box$ Have a consumer centric approach and deliver quality products
• $\Box$ Deliver value for money to our clients
• $\Box$ Adopt best practices in all functions and processes

Operational Performance

The Annual Report for the year has already been circulated. The performance of your company has to be judged against the back drop of the economic scenario described above.

For the Financial Year 2018-19 your Company has achieved:

Stand alone:

Your Company has reported total income of Rs. 207.70 crores as against Rs.126.30 crores of the previous year. The operating profit before charging of depreciation and interest for the year was Rs. 34.04 crores as against of operating profit Rs.20.78 crores of the previous year. After providing depreciation and interest for the year, the financial year closed with a net profit of Rs. 11.36 crores as against of Rs.8.07 crores of previous year.

Government Initiatives:

With the government's focus on 'Housing for All' by 2022 and 'Affordable Housing' being the flavour within the realty sector, the demand for doors and windows is expected to be robust, based on the new homes and also substantially due to the replacement of existing wooden doors and windows.

As of August 2019, a total of 88 lakhs houses have been sanctioned under the Pradhan Mantri Awas Yojana (PMAY) since its launch, according to the Ministry of Housing and Urban Affairs, Government of India. The Ministry of Housing and Urban Poverty Alleviation has sanctioned the construction of 6,83,724 more affordable houses for urban poor in five states, namely West Bengal, Jharkhand, Punjab, Kerala and Manipur under the Pradhan Mantri Awas Yojana (Urban) scheme with a total investment of Rs 439.22 billion (US$ 6.4 billion).

The government has allowed FDI of up to 100 per cent for townships and settlements

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development projects.

Under the Housing for all scheme, 2 crore houses are to be built which include 1.2 crore rural areas and 0.8 crore in urban area by 2022.

Future Plans of the Company:

The Board of Directors of the Company has taken a strategic decision to distinctly focus its efforts and resources towards growth and development. The MMSA agreement with Tata Steel Limited has given us an opportunity to work with the brightest minds India has in the field of engineering, manufacturing, distribution & marketing, sales management amongst others. While we always look forward to learn and implement the best practices, TSL can be assured about the quality specifications and timely deliveries. In the future, we may further develop our relationship with TSL by expanding our geographical footprints,

Additionally, we use the latest technology and machinery to ensure best quality and competitive product output and regularly upgrade our technology and machineries used in the manufacturing process in order to keep up market standards.

To drive revenue outside MMSA with TSL, we have started focusing on windows as a complimentary product to doors. We are gradually ramping up our window productivity keeping in view the demand from TSL as well as other customers. We are working towards improving the design of windows and reducing the cost making them competitive in market

To ensure optimum utilization of plant and resources, we are exploring strategic collaborations with few players to be their manufacturing partners. Discussions at different levels under progress.

ACKNOWLEDGMENT

Before I conclude - I and the Board of Directors would like to place on record our sincere thanks to the shareholders of the Company, to our customers, suppliers, bankers, auditors, legal advisors, consultants, executives, officers and employees in the Company for their continued support and valuable patronage extended to the Company and all other business associates and the Government, and various authorities for their continued support, interest and confidence in the Company and its management. I would also like to thank for the cooperation extended by our Registrar and Share Transfer Agent for their support and services.

Thank you one and all

CHAIRMAN

This does not purport to be the proceedings of the 14th Annual General Meeting of the Note: Company to be held on Friday, 27th September, 2019.

After the address of the Chairman to the members, Company Secretary requested to commence the proceedings as per the notice of the Annual General Meeting.

With the permission of the Members, the notice convening the meeting was taken as read by

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the Chairman.

ORDINARY BUSINESS:

ITEM NO.1: OF THE AGENDA: ADOPTION OF FINANCIAL STATEMENTS FORTHE FINANCIAL YEAR ENDED 31ST MARCH, 2019.

Chairman with the permission of the members took the Annual Report for the year 2018-19 containing Notice of 14th Annual General Meeting, Directors' Report, Annual Accounts and the Report of Auditors thereon as read. $19x + x$

Chairman then invited clarifications and queries from the members on the Accounts and Reports of Directors and Auditors thereon.

Shri Ch.Suresh Mohan Reddy, Managing Director and Shri. A.Narasimha Rao, Chief Financial Officer had clarified all the queries raised by the members and Chairman requested Shri P.Kodanda Rami Reddy, Company Secretary to read out the Resolution and Shri P.Kodanda Rami Reddy, Company Secretary read the same.

"To receive, consider and adopt the standalone and consolidate financial statements of the Company for the financial year ended 31st March, 2019, including the audited Balance Sheet as at 31st March, 2019, the Statements of Profit and Loss and Cash Flow Statements for the financial year ended on that date and the report of the Board of Directors and Auditors thereon."

Chairman requested the Members to kindly tick assent/dissent for the Resolution No.1 in the Ballot Paper provided.

ITEM NO.2:OF THE AGENDA CONCERNING, DECLARE A DIVIDEND OF Rs. 1/-FOR EVERY EQUITY SHARE OF RS. 10/- EACH i.e., @10% FOR EVERY EQUITY SHARE FOR THE FINANCIAL YEAR 2018-19.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same. $1, 1$

"RESOLVED THAT a dividend at the rate of Rs 1 Per equity share of the company for the year ended 31st March 2019 be paid to those shareholders whose names appear on the register of members as on the date of Book Closing in proportion to the paid up value of the equity shares. $\overline{\mathbb{R}}$

RESOLVED FURTHER that the dividend amount be remitted to the shareholders within 30 days of such approval to the shareholders who are entitled to receive the same."

Chairman requested the Members to kindly tick in the respective assent/dissent column for the Resolution No.2 in the Ballot Paper provided.

ITEM NO.3: OF THE AGENDA CONCERNING, RE-APPOINTMENT OF SHRI

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CH.SURESH MOHAN REDDY, MANAGING DIRECTOR OF THE COMPANY WHO RETIRES BY ROTATION.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

"To appoint a Managing Director in place of Shri Ch.Suresh Mohan Reddy (DIN: 00090543), who retires by rotation and being eligible, offers himself for re-appointment."

Chairman requested the Members to kindly tick in the respective assent/dissent column for the Resolution No.3 in the Ballot Paper provided.

SPECIAL BUSINESS:

ITEM NO.4 OF THE AGENDA CONCERNING, REGULARIZATION OF MS. CHEEDEPUDI KINNERA (DIN: 08272661) AS A DIRECTOR OF THE COMPANY.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

"RESOLVED THAT pursuant to the provisions of Companies Act, 2013 and other applicable provisions, if any, Ms. Cheedepudi Kinnera (DIN: 08272661), who was appointed as an Additional Director with effect from November 14th, 2018 in terms of Sections 149, 161 and 196 of the Companies Act, 2013 and who holds office up to the date of the 14th Annual General Meeting of the Company, be and is hereby appointed as a Director of the Company for a period of 5 (Five) years with effect from November 14th, 2018.

RESOLVED FURTHER THAT Mr. Chedepudi Suresh Mohan Reddy, Managing Director and Shri P. Kodanda Rami Reddy, Company Secretary of the Company, be and are hereby authorized severally to file relevant forms with the Registrar of companies, Hyderabad, and to do such other acts, deeds and things as may be considered necessary in connection with the above appointment".

Chairman requested the Members to kindly tick in the assent/dissent column for the Resolution No.4 in the Ballot Paper provided.

ITEM NO.5 APPOINTMENT OF MS. CHEEDEPUDI KINNERA (DIN: 08272661) AS A WHOLE TIME DIRECTOR OF THE COMPANY.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

"RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee, and approval of the Board and subject to the provisions of Sections 196, 197, 198, and other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification or re-enactment thereof) read with Schedule- V of the Companies Act, 2013 and of Articles of Association of the Company, approval of the members of the Company be and is hereby accorded to the appointment of Ms. Cheedepudi

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Kinnera (DIN: 08272661), as a Whole time Director of the Company for a period of five vears with effect from 14th November, 2018 who is liable to retire by rotation with of Rs. 18,00,000/- (Eighteen Lakhs Only) per annum, as well as the payment remuneration of salary, commission and perquisites (hereinafter referred to as "remuneration"), upon the terms and conditions, which is hereby approved and sanctioned with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment and / or agreement in such manner as may be agreed to between the Board of Directors and Ms. Cheedepudi Kinnera.".

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution."

Chairman requested the Members to kindly tick in the assent/dissent column for the Resolution No.5 in the Ballot Paper provided.

ITEM NO.6 OF THE AGENDA: REGULARIZATION OF MR. J. ABHINAV KUMAR REDDY (DIN: 08002510) AS A DIRECTOR OF THE COMPANY.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

"RESOLVED THAT pursuant to the provisions of Companies Act, 2013 and other applicable provisions if any, Mr. J. Abhinav Kumar Reddy (DIN: 08002510), who was appointed as an Additional Director with effect from November 14th, 2018 in terms of Section 161 of the Companies Act, 2013 and who holds office up to the date of the 14th Annual General Meeting of the Company be and is hereby appointed as a Director of the Company for a period of 5 (Five) years with effect from November 14th, 2018.

RESOLVED FURTHER THAT Mr. Chedepudi Suresh Mohan Reddy, Managing Director and Shri P.Kodanda Rami Reddy, Company Secretary of the Company, be and are hereby authorised to file relevant, forms with the Registrar of companies, Hyderabad, and to do such other acts, deeds and things as may be considered necessary in connection with the above appointment".

Chairman requested the Members to kindly tick in the assent/dissent column for the Resolution No.6 in the Ballot Paper provided.

ITEM NO.7 OF THE AGENDA: APPOINTMENT OF MR. J. ABHINAV KUMAR REDDY (DIN: 08002510) AS A WHOLE TIME DIRECTOR OF THE COMPANY.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

"RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee, and approval of the Board and subject to the provisions of Sections 196, 197, 198, and other applicable provisions of the Companies Act, 2013 and the rules made there

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under (including any statutory modification or re-enactment thereof) read with Schedule- V of the Companies Act, 2013 and of Articles of Association of the Company, approval of the members of the Company be and is hereby accorded to the appointment of Mr. J. Abhinav Kumar Reddy (DIN: 08002510), as a Whole time Director of the Company for a period of five years with effect from 14th November, 2018 who is liable to retire by rotation with remuneration of Rs.18,00,000/- (Eighteen Lakhs Only) per annum, as well as the payment of salary, commission and perquisites (hereinafter referred to as "remuneration"), upon the terms and conditions, which is hereby approved and sanctioned with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment and / or agreement in such manner as may be agreed to between the Board of Directors and Mr. J. Abhinav Kumar Reddy."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution."

Chairman requested the Members to kindly tick in the assent/dissent column for the Resolution No.7 in the Ballot Paper provided.

ITEM NO.8 OF THE AGENDA: REGULARIZATION OF MR. KANAKAGIRI SRINIVAS (DIN: 00443793) AS A NON-EXECUTIVE (NON-INDEPENDENT) DIRECTOR OF THE COMPANY.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

"RESOLVED THAT pursuant to the provisions of Companies Act, 2013 and other applicable provisions if any, Mr. Kanakagiri Srinivas (DIN: 00443793), who was appointed as an Additional Director with effect from September 03, 2019 in terms of Section 161 of the Companies Act, 2013 and who holds office up to the date of the 14th Annual General Meeting of the Company be and is hereby appointed as a Non-Executive Director of the Company who is liable to retire by rotation.

RESOLVED FURTHER THAT Mr. Chedepudi Suresh Mohan Reddy, Managing Director or Shri P.Kodanda Rami Reddy, Company Secretary of the Company, be and are hereby authorized severally to file relevant forms with the Registrar of companies, Hyderabad, and to do such other acts, deeds and things as may be considered necessary in connection with the above appointment".

Chairman requested the Members to kindly tick in the assent/dissent column for the Resolution No.8 in the Ballot Paper provided.

ITEM NO.9: OF THE AGENDA: TO CONSIDER AND APPROVE INCREASE IN OVERALL LIMIT OF MANAGERIAL REMUNERATION:

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

RESOLVED THAT pursuant to the section 197 read with Schedule V of the Companies Act,

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2013 (The Act), Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and in supersession of all the earlier resolution (including ordinary resolution and/or Special resolution if any) the consent of the members of the Company be and is hereby accorded to increase the overall limit of yearly remuneration payable as per effective capital of the Company to the directors of the Company from existing Rs. 84,00,000(Rupees Eighty Four Lakhs) to Rs. 1,68,00,000 (Rupees One Crore Sixty Eight Lakhs only).

"RESOLVED FURTHER THAT this resolution shall become effective from 1st August, 2019 and could remain in existence not exceeding a period of three years from the date of passing of this resolution." $19x$ $y$ $y$ .

RESOLVED FURTHER THAT Mr. Chedepudi Suresh Mohan Reddy, Managing Director or Shri P.Kodanda Rami Reddy, Company Secretary of the Company, be and are hereby authorized severally to file relevant forms with the Registrar of companies, Hyderabad, and to do such other acts, deeds and things as may be considered necessary in connection with the above appointment".

Chairman requested the Members to kindly tick in the assent/dissent column for the Resolution No.9 in the Ballot Paper provided.

ITEM NO.10: OF THE AGENDA: TO CONSIDER AND APPROVE INCREASE IN REMUNERATION TO SHRI CH.SURESH MOHAN REDDY (DIN: 00090543), MANAGING DIRECTOR OF THE COMPANY.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of the members be and is hereby accorded to payment of such remuneration to Shri Ch.Suresh Mohan Reddy (DIN: 00090543), Managing Director, for the period from October 1, 2019 for remaining period of tenure of appointment, as set out in the statement annexed to the Notice convening this Meeting with the 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 and vary the said terms and conditions of appointment and/or remuneration, subject to the same not exceeding the limits specified under schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof;

RESOLVED FURTHER THAT Mr. Chedepudi Suresh Mohan Reddy, Managing Director or Shri P.Kodanda Rami Reddy, Company Secretary of the Company, be and are hereby authorized severally to file relevant forms with the Registrar of companies, Hyderabad, and to do such other acts, deeds and things as may be considered necessary in connection with the above appointment".

Chairman requested the Members to kindly tick in the assent/dissent column for the Resolution No.10 in the Ballot Paper provided.

ITEM NO.11: TO APPROVE THE BORROWING LIMITS NOT EXCEEDING RS.

Page 10 of 16

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500 CRORES (RUPEES FIVE HUNDRED CRORES) U/S 180 (1)(C) OF THE COMPANIES ACT 2013.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

"RESOLVED THAT pursuant to the provisions of Section $180(1)(c)$ and other applicable provisions, if any, of the Companies Act 2013, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as 'Board' and which term shall be deemed to include any Committee, which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution and with the power to delegate such authority to any person or persons) for borrowing, from time to time, as it may think fit, either secured or unsecured and on such terms and conditions as the Board may deem fit, notwithstanding that the monies to be borrowed, together with the monies already borrowed by the Company (apart from the temporary loans obtained from the Company's Bankers in the ordinary course of business), exceed the aggregate, for the time being, of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, not exceeding Rs. 500 Crores (Rupees Five hundred Crores).

RESOLVED FURTHER THAT the Board be and is hereby authorized for borrowing from time to time as it may think fit, any sum or sums of money but not exceeding Rs. 500 Crores (Rupees Five hundred Crores) in aggregate or equivalent thereto in any foreign currency (including the monies already borrowed by the Company), on such security and on such terms and conditions as the Board may deem fit, by way of loans from, or issue of Bonds, Debentures or other Securities whether Convertible into Equity/ Preference Shares and/ or Securities with or without detachable warrants with a right exercisable by the warrant holder(s) to convert or subscribe to equity/ Preference Shares (hereinafter referred to as 'securities'), to Bank(s), Financial or other Institution(s), Mutual Fund(s), Non-Resident Indians (NRIs), Foreign Institutional Investors (FIIs) or any other person(s), body(ies) corporate, etc., whether shareholder of the Company or not.

RESOLVED FURTHER THAT Board of Directors or Company Secretary of the Company be and are hereby authorized to do and take up all the acts, deeds and things which may be necessary, incidental and expedient in this regard."

Chairman requested the Members to kindly tick in the assent/dissent column for the Resolution No.11 in the Ballot Paper provided.

ITEM NO.12: OF THE AGENDA: TO APPROVE THE LIMIT TO SECURE THE BORROWINGS U/S 180 (1)(A) OF THE COMPANIES ACT 2013.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

"RESOLVED THAT pursuant to the provisions of Section $180(1)(a)$ and other applicable provisions, if any, of the Companies Act 2013, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as 'Board' and which term shall be deemed to include any Committee, which the Board may have constituted or hereinafter constitute to exercise its powers including the powers

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conferred by this resolution and with the power to delegate such authority to any person or persons), to mortgage and/or charge any of its movable and/or immovable properties wherever situated, both present and future, or the whole, or substantially the whole, of the undertaking or undertakings of the Company on such terms and in such manner as the Board may think fit, for securing any loan(s) obtained/to be obtained from, or Securities issued/ to be issued to, Bank(s), Financial or other Institution(s), Mutual Fund(s), Non-Resident Indians (NRIs), Overseas Corporate Bodies (OCBs), Foreign Institutional Investors (FIIs) or any other person(s), body(ies) corporate, etc., (hereinafter collectively referred to as 'lenders'), for an amount not exceeding Rs. 500 Crores (Rupees Five hundred Crores) and/or equivalent thereto in any foreign currency, together with interests, compound/ additional interest, commitment charges, costs, expenses and all other monies payable by the Company to the concerned lenders."

RESOLVED FURTHER THAT Board of Directors or Company Secretary of the Company be and are hereby authorized to do and take up all the acts, deeds and things which may be necessary, incidental and expedient in this regard."

Chairman requested the Members to kindly tick in the assent/dissent column for the Resolution No.12 in the Ballot Paper provided.

ITEM NO.13: OF THE AGENDA: TO RATIFY THE REMUNERATION OF THE COST AUDITORS FOR THE FINANCIAL YEAR, 2019-20.

Chairman requested Company Secretary to read out the Resolution and Company Secretary read the same.

RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], and subject to all other approvals, if any required, the Company be and is hereby authorized to pay an amount of Rs.1,50,000/- lakhs (Rupees One Lakh Fifty Thousand Only) plus taxes as applicable and reimbursement of actual travel and out of pocket expenses as remuneration to M/s. N S V Krishna Rao & CO., (Membership No.17143), Cost Accountants in practice, the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, $2020$ ."

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

Chairman requested the Members to kindly tick in the assent/dissent column for the Resolution No.13 in the Ballot Paper provided.

Place: Hyderabad Date of preparation of Minutes: 10.10.2019 M. VIKRAM RAVINDRA Date of Signing of Minutes: $93 \times 16 \times 2019$ , inter alia, containing the Results of theThe Scrutinizers Report dated 27th September, 2019, inter alia, containing the Results of the

Page 12 of 16

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ballot voting at venue were presented to the Chairman, the results of the voting on the following 13 resolutions as per the above said Scrutinizer Reports is as follows:

Number of members who havecasted their votes through e-votingand Poll		Total Number of votes cast bythem		TotalNumber ofinvalid votes
Electronically	Physically	Electronically	Physically
$\qquad \qquad \blacksquare$			9061176
			9061176

Item No. 1 of the Agenda - Ordinary Resolution for Adoption of financial statements for the year ended 31st March, 2019.

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100
TOTAL	9061176	100

Item No. 2 of the Agenda - Ordinary Resolution for declare a dividend of Rs. 1/- for every equity share of Rs. 10/- each i.e., @10% for every equity share for the financial year 2018-19.

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100
TOTAL	9061176	100		$\bf{0}$

Item No. 3 of the Agenda - Ordinary Resolution for re-appointment of Shri Ch.Suresh Mohan Reddy, Managing Director of the Company who retires by rótátion. $111$

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	2554080	100
TOTAL	2554080	100

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$11$

SPECIAL BUSINESS:

Item No. 4 of the Agenda - Ordinary Resolution for Regularization of Ms. Cheedepudi Kinnera (Din: 08272661) as a Director of the Company.

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100		$\mathbf{0}$
TOTAL	9061176	100

Item No. 5 of the Agenda - Special Resolution for appointment of Ms. Cheedepudi Kinnera (DIN: 08272661) as a Whole Time Director of the Company.

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100
TOTAL	9061176	100

Item No. 6 of the Agenda - Ordinary Resolution for Regularization of Mr. J. Abhinav Kumar Reddy (Din: 08002510) as a Director of the Company.

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100
TOTAL	9061176	100

Item No. 7 of the Agenda - 'Special Resolution for appointment of Mr. J. Abhinav Kumar Reddy (Din: 08002510) as a Whole Time Director of the Company.

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100
TOTAL	9061176	100

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$\alpha$

$11$

Item No. 8 of the Agenda - Ordinary Resolution for Regularization of Mr. K. Srinivas (DIN: 00443793) as a Non-Executive (Non-Independent) Director of the Company.

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100		$\mathbf{0}$
TOTAL	9061176	100

Item No. 9 of the Agenda - Special Resolution for consider and approve increase in overall limit of Managerial Remuneration:

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100
TOTAL	9061176	100

Item No. 10 of the Agenda - Special Resolution for consider and approve increase in Remuneration to Shri Ch.Suresh Mohan Reddy (DIN: 00090543), Managing Director of the Company.

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	2554080	100
TOTAL	2554080	100

Item No. 11 of the Agenda - Special Resolution for approve the Borrowing limits not exceeding Rs. 500 crores (Rupees Five Hundred Crores) $U/s$ 180 (1)(C) of the Companies Act 2013.

Particulars of **Business	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100
TOTAL	9061176	100

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$1^r$

$\rightarrow$

Item No. 12 of the Agenda - Special Resolution for approve the limit to secure the Borrowings U/s 180 (1) (a) of the Companies Act 2013.

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100
TOTAL	9061176	100

Item No. 13 of the Agenda - Special Resolution for ratifies the remuneration of the Cost Auditors for the financial year, 2019-20.

Particulars ofBusiness	Votes in favour of theResolution		Votes against theResolution		Invalid/AbstainedVotes
	Nos.	$%$ age	Nos.	$%$ age	Nos.	$%$ age
POLL	9061176	100
TOTAL	9061176	100

VOTE OF THANKS

Ms. Ch.Kinnera, Whole Time Director proposed a vote of thanks to the members present at the meeting and Shri. M.Vikram Ravindra, Chairman declared the meeting as concluded.

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Place: Hyderabad Date of preparation of Minutes: 10.10.2019 Date of Signing of Minutes: 23.10.2019

$, 1$

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M.VIKRAM RAVINDRA CHAIRMAN