HCL Infosystems Ltd — AGM Information 2021

Sep 22, 2021

==> picture [267 x 96] intentionally omitted <==

22[nd] September, 2021

To,

The Assistant Vice President, The Secretary, National Stock Exchange of India Limited, BSE Limited , P.J.Tower “Exchange plaza” Dalal Street Bandra-Kurla Complex, Fort Bandra (East) Mumbai-400001 Mumbai-400051

Sub: Proceedings of the 35[th] Annual General Meeting of HCL Infosystems Limited (“the Company”) held on 22[nd] September, 2021.

Symbol: NSE : HCL-INSYS BSE (For Physical Form): 179 BSE (For Demat Form): 500179

Dear Sirs,

In terms of General Circular No. 14/ 2020 dated April 8, 2020 and General Circular No. 17/2020 dated April 13, 2020 read with General Circular No. 20/ 2020 dated May 5, 2020 and Circular No. 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “MCA Circulars”) and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P /2021/11 dated January 15, 2021 (hereinafter collectively referred to as “SEBI Circulars”) and in compliance with other applicable provisions of the Companies Act, 2013 ('the Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the 35[th] AGM of the Company was held on Wednesday, 22[nd] September, 2021 at 10:00 A.M. (IST) through Video Conference ('VC')/Other Audio Visual Means ('OAVM') to transact the business(es) as stated in the AGM Notice dated August 6, 2021 ('Notice').

In this regard, please find enclosed the details of the proceedings of the 35[th] Annual General Meeting of the Company in compliance with Regulation 30 of Listing Regulations.

You are requested to please take the aforesaid on your record.

Yours Faithfully,

For HCL Infosystems Limited

KOMAL Digitally signed by KOMAL BATHLA BATHLA Date: 2021.09.22 18:09:41 +05'30'

Komal Bathla Company Secretary & Compliance Officer

Encl: As Above

==> picture [531 x 29] intentionally omitted <==

==> picture [267 x 96] intentionally omitted <==

Proceedings of the 35[th] Annual General Meeting of HCL Infosystems Limited held on 22[nd] September, 2021.

The 35[th] Annual General Meeting (“the AGM”) of the Members of HCL Infosystems Limited (‘the Company’) was held today, viz. Wednesday, 22[nd] September 2021 at 10:00 A.M. through Video Conferencing (VC)/ Other Audio Video Means (OAVM). The AGM was conducted in accordance with the MCA circulars and SEBI Circulars.

The statutory registers under the Companies Act, 2013 and all the documents referred to in the accompanying AGM Notice and the explanatory statement were available at the NSDL e-voting platform for electronic inspection by the members during the AGM.

Total 100 Members holding 20,70,85,251 Shares attended the AGM as per the records of attendance.

Ms. Komal Bathla, Company Secretary and Compliance Officer of the Company, welcomed the Members at the AGM and briefed them on the details relating to the participation at the AGM. The Company Secretary informed that requisite quorum is there. Quorum being present, the meeting was called to order by the Chairman.

Dr. Nikhil Sinha, Chairman of the Board chaired the AGM. All the Directors of the Company were present at the AGM through VC from their respective locations. The Chairman introduced the Directors followed by greeting by the Directors. The meeting was attended by representatives of Statutory Auditors and Secretarial Auditors of the Company.

The Chairman delivered his speech. As the notice of AGM was made available to all the members, the same was taken as read. He further informed that there are no qualifications in the Statutory Auditors' Report as well as in the report of the Secretarial Auditors and thus, it was not required to be read. The Company has provided Q & A facility to the shareholders during the meeting.

The Chairman informed the Members that, pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company had extended the remote e-voting facility to the Members of the Company in respect of the businesses mentioned in the Notice of AGM. The remote e-voting commenced at 9:00 A.M. on Sunday, 19[th] September 2021 and ended on Tuesday 21[st] September 2021 at 05:00 P.M. Members who participated in the AGM and had not cast their votes electronically were provided an opportunity to cast their votes at the meeting.

The resolutions passed by the Members, briefly related to:

Ordinary Businesses:

1. Consideration and adoption of the audited standalone and consolidated financial statements of the Company for the financial year ended 31[st] March 2021, including the audited Balance Sheet as of 31[st] March 2021, the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon (Ordinary Resolution) .

2. Appointment of a Director in place of Mr. Pawan Kumar Danwar (DIN: 06847503), who retires by rotation (Ordinary Resolution).

Special Businesses:

1. Appointment of Mr. Raj Sachdeva as Manager of the Company (Special Resolution(s)).

2. Confirmation of appointment of Mr. Vinod Pulyani as Manager of the Company (Special Resolution(s)) .

==> picture [531 x 29] intentionally omitted <==

Digitally signed by KOMAL BATHLA KOMAL BATHLA Date: 2021.09.22 18:10:02 +05'30'

==> picture [267 x 96] intentionally omitted <==

The chairman further informed the members that Mr. Vineet K Chaudhary, Managing Partner of M/s VKC & Associates, Company Secretary in whole-time practice was appointed as scrutinizer by the Board for scrutinizing the remote e-voting process and e-voting process at the AGM in a fair and transparent manner.

The Chairman further informed the Members that the consolidated voting results will be disseminated to the Stock Exchanges on which the Company's shares are listed and will also be made available on the website of the Company and the National Securities Depository Limited within two working days of the conclusion of the AGM.

The Chairman thanked the Directors and shareholders for joining the AGM virtually. The e-voting facility was kept open for 15 minutes to enable the Members to cast their vote. He also thanked the Members and other attendees for their continued support and for attending and participating at the AGM. The meeting concluded at 10:54 a.m.

The Chairman announced the formal closure of the 35[th] Annual General Meeting of the Company by giving vote of thanks to the members for extending their support to carry out the AGM.

For HCL Infosystems Limited

KOMAL Digitally signed by KOMAL BATHLA BATHLA Date: 2021.09.22 18:10:17 +05'30'

Komal Bathla

Company Secretary & Compliance Officer

==> picture [531 x 29] intentionally omitted <==