GPT Infraprojects limited — AGM Information 2020

Sep 19, 2020

ANATHA BANDHABA

CHAKRABARTTY

Digitally signed by ANATHA BANDHABA CHAKRABARTTY DN: c=IN, st=West Bengal, 2.5.4.20=2d6a5d268d3bccd1e74b5cc9f6f7ce7fd17e8358ff6 dedb259dd3ae82fc89641, postalCode=700089, street=wb, serialNumber=a9548141cc05141b327d19492de8b009f621 700e96b84d579d59abbf6e18b991, o=Personal, cn=ANATHA BANDHABA CHAKRABARTTY Date: 2020.09.19 11:17:16 +05'30'

MINUTES OF THE PROCEEDINGS OF THE FORTIETH ANNUAL GENERAL MEETING OF SHAREHOLDERS OF GPT INFRAPROJECTS LIMITED HELD ON FRIDAY THE 21[ST] DAY OF AUGUST, 2020THROUGH VIDEO CONFERENCING (“VC”) MODE AT 03.00 P.M.AND CONCLUDED AT4.12 P.M.

• 1.1 60 Shareholders including 1 Authorized Representative holding in aggregate 21,995,783 equity shares constituting 75.62% of the paid up capital of the Company were present through VC.

The following were present through VC:

Directors Present through VC:

Mr.Dwarika Prasad Tantia– Chairmanof the Company and also in the capacity of Chairman of Stakeholders Relationship Committee Mr.Kashi Prasad Khandelwal-Independent Director& Chairman of Audit Committee Dr.MamtaBinani- Independent Director

Mr. Sunil I. Patwari- Independent Director& Chairman of Nomination Committee Mr. Shree Gopal Tantia- Managing Director

Mr.AtulTantia- Executive Director& CFO

Mr. Vaibhav Tantia –Director& COO

In Attendance through VC:

Mr.A B Chakrabartty – Company Secretary

The Authorized Representative of the Statutory Auditors and Mr. Ashok Kumar Daga, Practicing Company Secretary, the Scrutinizer as well as the Secretarial Auditor of the Company were also present through VC.

• 1.2 In accordance with Article 65 of the Articles of Association of the Company, Mr.Dwarika PrasadTantia, Chairman of the Company took the Chair.

The Chairman welcomed the shareholders and directors and informed that the meeting was held through video conference in accordance with the circular issued by the Ministry of Corporate Affairs (MCA) and SEBI i.e. General Circular No. 20/2020 dated 5th May, 2020 read with General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated 13th April, 2020 and other relevant circulars issued by MCA and Securities and Exchange Board of India (SEBI), which allowed the companies to conduct their AGM through Video Conferencing (VC) or Other Audio Visual Means (OAVM) during the calendar year 2020. Participation of members through video conference was reckoned for the purpose of quorum as per the aforesaid circulars and Section 103 of the Companies Act, 2013. The requisite quorum was present through video conference and called the meeting to order.

The Chairman informed the members that the Register of Directors’ shareholdings, Register of Members and other statutory records as per the provisions of the Companies Act, 2013 and rules thereof are available for inspection by the members of the company electronically throughout the meeting.

The Chairman declared with the permission of the members that the notice convening the 40[th] Annual General Meeting and the Directors' Report having been circulated already, be taken as read. The Auditors Report has qualifications, which was readby Mr Atul Tantia, Executive Director & CFO, as required under the provisions of the Companies Act, 2013.

The Chairman briefed the procedure for participation of the meeting through

Video Conference.

The Chairman then mentioned that some of the shareholders had registered as speaker to raise questions and provide feedback during the AGM. The non-speaker shareholders were also given the facility to raise questions through the chat box

provided. All the shareholders were in mute mode and speaker shareholders were un-muted when their turn for raising questions came up.

Thereafter, the Chairman addressed the members. He pointed out the achievements made by the Company since the last Annual General Meeting. He explained the Company’s policy in formulating plans for the growth of the Company in this COVID-19 Pandemic situation. He also explained about the industry outlook. He extends his condolences to those who have lost a loved one due to COVID-19 pandemic.

He informed the members that there are in total 6 (Six) Resolutions proposed to be passed in the AGM and are forming part of the Notice of the 40[th] Annual General Meeting. For the benefit of members attending the meeting, he further provided a brief of the resolutions:

2.1 ORDINARY BUSINESSES:

Item No. 1: Adoption of the Financial Statements for the year ended March 31, 2020 together with Reports of Board of Directors and Auditors thereon : (Ordinary Resolution)

“RESOLVED THAT the Audited Financial Statements (Standalone & Consolidated) of the Company as at 31[st] March, 2020 together with Reports of the Directors’ and the Auditor’s thereon now submitted to the Meeting and already circulated to the shareholders of the Company and laid before the meeting,be received, considered and adopted.”

Item No. 2: Declaration of dividend @ 15% on equity shares for the financial year ended 31 March, 2020:(Ordinary Resolution)

“RESOLVED THAT the dividend of Rs.1.5/- (@ 15%)for every Equity Share of face value of Rs.10/- each for the financial year ended 31[st] March, 2020 as recommended by the Board of Directors at their meeting held on 20[th] June, 2020 be and is hereby declared.”

Item No. 3: To appoint Director in place of Mr. Shree Gopal Tantia (DIN00001346), who retires by rotation and being eligible, offers himself for reappointment:(Ordinary Resolution)

“RESOLVED THAT Mr. Shree Gopal Tantia (DIN: 00001346), Director, who retires by rotation at this meeting as per the provisions of Section 152 of the Companies Act, 2013 and who being eligible for re-appointment, be and is hereby reappointed as Director of the Company .”

2.2 SPECIAL BUSINESSES:

Item No. 4: To ratify the remuneration of the Cost Auditors for the financial year ending 31[st] March, 2021:(Ordinary Resolution)

“RESOLVED THAT pursuant to the provisions of Section 148(3) of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014, the remuneration of ₹ 60,000 (Rupees Sixty Thousand only) plus taxes as may be applicable and reimbursement of reasonable out of pocket expenses as may be actually incurred by the firm, payable to M/s. S.K.Sahu & Associates, Cost Accountants (Membership No.28234) of Kolkata appointed by the Board as Cost Auditors of the Company for the financial year 2020-21 be and is hereby ratified.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient for giving effect to the aforesaid resolution.”

ITEM NO. 5: Reappointment of Mr.Shankar Jyoti Deb as Non -Executive Independent Director: (Special Resolution)

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) 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) read with Schedule IV to the Act and Regulation 16(1)(b)& 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“Listing Regulations”),Mr. Shankar Jyoti Deb (DIN: 07075207),Independent Non-Executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in the Act and Listing Regulations and who is eligible for re-appointment and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Non-Executive Director of the Company, not liable to retire by rotation, to hold office for a second term of five consecutive years from the conclusion of this Annual General Meeting till the conclusion of 45[th] Annual General Meeting of the Company”.

“RESOLVED FURTHER THAT the Board of Directors and / or the Company Secretary of the Company be and are hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient for giving effect to the aforesaid resolution.”

Item No. 6: Payment of Commission to Mr. Dwarika Prasad Tantia Non - Executive Chairman of the company : (Special Resolution)

“ RESOLVED THAT pursuant to Sections 197, 198 and Regulation 17(6)(ca) of the SEBI(Listing Obligations and Disclosure Requirements)(Amendment)Regulations,2018(“Listing Regulations”) and other applicable provisions, if any, of the Companies Act, 2013(“the Act”) and Rules made there under, consent of the Company be and is hereby accorded to the payment of commission at a rate of 1% (One percent) of the net profits of the Company for the financial year 2020-21 to Mr. Dwarika Prasad Tantia, Nonexecutive Chairman of the Company,computed in the manner prescribed under section 198 of the Act (which may exceeds fifty percent of total remuneration payable to all Non- Executive Directors for the financial year 2020-21)”.

“RESOLVED FURTHER THAT the above remuneration shall be in addition to fees payable to him for attending the meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided/approved by the Board of Directors and reimbursement of various expenses incurred in performance of his duties including travelling and other out-of-pocket expenses as required from time to time.”

After the above resolutions were being briefed and deemed to be read, the Chairman invited members who would like to make comments, make observations and seek clarifications.

The following members spoke on the various items of the report and financial statements for the year and sought clarifications.

Mr. S .Gattani, Mr. A.K.Pathak, Mr. Kesav Garg, Mr.Sontosh Kumar Saraf and Mr. Shyama Sundari Narang.

The Chairman thanked the members for the kind words and appreciation. The questions/queries raised by the members were suitably replied by Mr. AtulTantia, Executive Director & CFO.

The Chairman then informed that pursuant to the provisions of Sections 101 and 108 of the Companies Act, 2013 read with Rules 18 and 20 of Companies (Management and Administration) Rules, 2014 as amended, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2(SS-2) on "General Meetings" issued by The Institute of Company Secretaries of India,the Company had provided the facility of remote e- voting to the members through Link Intime e-voting system, to enable them to cast their vote electronically, in proportion to their shareholding as on the cut-off

date of 14[th] August, 2020, in respect of the agenda item No. 1 to 6 of the Notice of Annual General Meeting. The remote e-voting was open from Tuesday, 18[th] August, 2020 (at 9.00 a.m. IST) and ended on Thursday, 20[th] August, 2020 (at 5.00 p.m. IST) .The members who had not casted their vote through remote e- voting process, were given facilities for casting their votes using e- voting facility of Link Intime during the AGM.

He declared that the Scrutinizer Mr. Ashok Kumar Daga, Practicing Company Secretary, appointed for carrying out the electronic voting process in a fair and transparent manner, would submit the report on the electronic voting to the Chairman within allowable time from the conclusion of Annual General Meeting.

The Chairman thanked all Directors, Statutory Auditors, Registrar, Scrutinizer and Members who had joined the meeting. Further, he stated that the voting module was extended for another 15 minutes to enable the members to cast their votes. The Chairman informed that the result of the voting along with Scrutinizer report would be placed on the website of the Company and Stock Exchanges. He stated that the meeting would stand concluded at the end of 15 minutes.

The Company Secretary then proposed formal vote of thanks to the Chairman.

The meeting was concluded at 4.12 p.m.

Details of Voting through remote e-voting and e-voting:

Based on scrutiny and processing of all the votes cast by electronic means and voting during AGM through e-voting, the Scrutinizer prepared and submitted his Report dated 22[nd] August,2020 to the Chairman of the Company.The Company Secretary immediately forwarded the voting results of the 40[th] Annual General Meeting along with the Scrutinizer’s Report to the Stock Exchanges, Link Intime and uploaded the same on the Company’s website.

A brief summary of the Scrutinizer’s Report, voting results of all the resolutions, which had been duly passed by requisite majority in respect of all items of business as contained in the Notice of 40[th] Annual General Meeting as per Scrutinizer’s Report dated 22[nd] August, 2020 is provided below:

Resolutions	Particulars	Votes in favour of the resolution	Votes in favour of the resolution	Votes against the resolution	Votes against the resolution	Invalid Votes
		No. of Shares	% of total valid vote casted	No. of Shares	% of total valid vote casted	Nos.
Adoption of the Financial Statements for the year ended March 31, 2020 together with Reports of Board of Directors and Auditors thereon.	Remote E- Voting	24,150,180	100	0	0	0
	E-Voting at AGM	2	0	0	0	0
	Total	24,150,182	100	0	0	0
The payment of dividend @ 15% on equity shares for the financial year ended 31 March, 2020	Remote E- Voting	24,150,180	100	0	0	0
	E-Voting at AGM	2	0	0		0
	Total	24,150,182	100	0	0	0
Appointment of a Director in place of Mr. Shree Gopal Tantia, who retires by rotation and being eligible, offers himself for re- appointment.	Remote E- Voting	24,150,180	100	0	0	0
	E-Voting at AGM	2	0	0	0	0
	Total	24,150,182	100	0	0	0
Ratification of	Remote E-	24,150,175	99.99	5	0	0

Remuneration payable to the Cost Auditors of the Company for the financial year ended March 31, 2021.	Voting
	E-Voting at AGM	2	0	0	0	0
	Total	24,150,177	99.99	5	0	0
Reappointment of Mr. Shankar Jyoti Deb as Non - Executive Independent Director for another term of 5 consecutive years.(Special Resolution)	Remote E- Voting	24,150,180	100	0	0	0
	E-Voting at AGM	2	0	0	0	0
	Total	24,150,182	100	0	0	0
Payment of Commission @ 1 % of the Net Profit of the Company to Mr. Dwarika Prasad Tantia, Non - Executive Chairman of the Company. (Special Resolution)	Remote E- Voting	22,165,416	100	0	0	1,984,764
	E-Voting at AGM	2	0	0	0	0
	Total	22,165,418	100	0	0	1,984,764

The Scrutinizer Mr. Ashok Kumar Daga, pointed out the following in his Report:

The vote casted by Mr. Dwarika Prasad Tantia, Mr. AtulTantia& Mr. VaibhavTantia in resolution 6 has not be taken into consideration as they are Interested Parties as stated in the Notice of Annual General Meeting dated 20[th] June,2020. In view of the above, votes casted in respect of 1,984,764 shares is treated as Invalid for the purpose of passing of the Special Resolution no 6.

He reported that Ordinary Resolutions and Special Resolutions as contained in Item Nos. 1 to 6 as contained in the Notice of the 40[th] AGM held on 21[st] August, 2020 had been passed in the following manner:

Resolution No.	Type of Resolution	Result
1.	Ordinary	Passed with requisite majority
2.	Ordinary	Passed with requisite majority
3.	Ordinary	Passed with requisite majority
4.	Ordinary	Passed with requisite majority
5.	Special	Passed with requisite majority
6.	Special	Passed with requisite majority

Date of Entry in the Minute Book: 17.09.2020

Sd/Date:17.09.2020 CHAIRMAN Place:Kolkata