IFCI Ltd. — AGM Information 2022

Dec 22, 2022

No./IFCI/CS/2022-684

BSE Ltd.

Department of Corporate Services Phiroze Jeejeebhoy Tower Dalal Street, Fort Mumbai - 400001

CODE: 500106

December 22, 2022

Dear Sir/Madam,

Sub: - Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Requlations, 2015.

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Requlations, 2015, please find enclosed herewith the proceedings of the 29^th Annual General Meeting (AGM) of the Members of the Company, held on December 22, 2022.

Kindly acknowledge receipt.

Thanking you,

Yours faithfully, For IFCI Limited

PRIYANKA SHARMA

(Priyanka Sharma) n√ Company Secretary

Encl.: As above.

आई एफ सी आई लिमिटेड पंजीकृत कार्यालयः

आईएफसीआई टावर, 61 नेहरु प्लेस, नई दिल्ली - 110 019 दूरमाषः +91-11-4173 2000, 4179 2800 फैक्सः +91-11-2623 0201, 2648 8471 वेबसाइटः www.ifciltd.com सीआईएनः L74899DL1993GOI053677

1948 से राष्ट्र के विकास में

IFCI Limited

Regd. Office:

IFCI Tower, 61 Nehru Place, New Delhi - 110 019 Phone: +91-4173 2000, 4179 2800 Fax: +91-11-2623 0201, 2648 8471 Website: www.ifciltd.com CIN: L74899DL1993GOI053677

In Development of the Nation since 1948

PROCEEDINGS OF THE 29TH ANNUAL GENERAL MEETING OF IFCI LIMITED HELD ON THURSDAY, DECEMBER 22, 2022, THROUGH VIDEO CON FERNCING (VC) / OTHER AUDIO VISUAL MEANS (OAVM)

The 29th Annual General Meeting (AGM) of IFCI Limited (IFCI) was held on Thursday, December 22, 2022 at 11:30 A.M. at Auditorium, First Floor, IFCI Tower, 61 Nehru Place, New Delhi — 110019 through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the business as contained in the Notice calling the 29th AGM, dated November 09, 2022.

In accordance with the circulars issued by the Ministry of Corporate Affairs (MCA) from time to time and within extended time period granted by the office of Registrar for Companies, Delhi, the Meeting was held through electronic means.

In terms of Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the proceedings of 29th AGM of IFCI are as under:-

• 1. Shri Manoj Mittal, Managing Director & Chief Executive Officer was unanimously elected to Chair the Meeting in terms of the Articles of Association of the Company.
• 1. At the outset, the Company Secretary introduced and welcomed the Directors present, i.e. Shri Manoj Mittal, MD & CEO, Prof. Arvind Sahay, Director & Chairman, Audit Committee and Stakeholders' Relationship Committee, Prof. N Balakrishnan, Director & Chairman, Nomination & Remuneration Committee, Shri Surendra Behera, Director and Shri Arvind Kumar Jain, Director. She also welcomed Ms. Rumi Bansal, Partner and Shri N D Sharma from M/s M K AgganNal & Co., Chartered Accountants (Statutory Auditor), Shri Sachin Agarwal, Partner, M/s Agarwal S & Associates (Secretarial Auditor), Shri Kapil Dev Taneja, Partner, SGA & Associates (Scrutinizer) and Shri Prasoon, Chief Financial Officer of the Company. The proceeding was then handed over to the Chairman.
• 1. The Chairman extended a warm welcome to the Directors, Auditors, Scrutinizer and all other stakeholders who were attending the Meeting. He informed that Dr. Bhushan Kumar Sinha and Ms. Anindita Sinharay, both Government Nominee Directors, could not attend this Meeting due to some exigencies.
• 1. The Chairman informed the Members that the Statutory Registers / Records and all documents referred to in the Notice calling the AGM including the Explanatory Statement, were made available for inspection through electronic means till the conclusion of the Meeting. He further informed that the Members who had not cast their vote through Remote E-voting, can cast their vote electronically by following the instruction provided in the Notice and that the voting should remain open for 15 minutes after the conclusion of the AGM.

• 1. Before proceeding for the Meeting, he briefly apprised the Members on the performance of the company during the year under report and expressed gratitude for the cooperation, guidance and support from the Department of Financial Services, The Reserve Bank of India, The Securities and Exchange Board of India, Stock Exchanges, The Comptroller & Auditor General of India, the Board of IFCI and other Regulatory bodies. He also acknowledged the valuable assistance and continued cooperation received from various stakeholders.
• 1. Thereafter, he invited, the Company Secretary, to read the qualifications, observations, comments or remarks, and the Management's Reply, if any, in the Auditors' Report of the Company for the financial year ended March 31, 2022.
• 1. Accordingly, the Company Secretary informed that there were no qualifications, observations or adverse remarks or disclaimers made by the Statutory Auditors. However, certain Emphasis of matter on Standalone and Consolidated Financial Statements had been made part of the Annual Report. Further, she informed that certain observations were made by the Secretarial Auditor in the Secretarial Audit report of the Company for the FY 2021-22, regarding absence of Independent Directors including woman Independent Director, composition of the Board and certain Board Level Committees. In this regard, Company had already requested the appointing authority, the Department of Financial Services, to appoint Independent Directors including woman Independent Director.
• 1. Before considering the business, the Chairman took on record that all efforts feasible under the present circumstances had indeed been made by the Company to enable Members to participate and vote on the items being considered in this Meeting.

Item	Matter	Resolution
no.
Ordinary Business
1.	the Statements of and Adoption Audited Financial Consolidated Financial Statements of the Company for the year elided March 31, 2022, and the reports of the Auditors' and Boards' thereon.	Ordinary
2.	Appointment of Prof Arvind Sahay (DIN: 03218334), who retires by rotation at this Annual General Meeting and being eligible, offered himself for re-appointment.	Ordinary
	To authorise Board of Director of the Company to fix remuneration of the Statutory Auditor(s) of the Company appointed by the C&AG, for FY 2022-23, in terms of the	Ordinary

1. The Chairman then proceeded with the Agenda enlisted in the Notice. The item of agenda transacted at the Meeting were as follows:-

2

	provisions of Section 139(5) and 142 of the Companies Act, 2013.	_
Special Business
4.	Authorisation to the Board of Directors including any Committee thereof, for making offer(s) or invitation to subscribe to securities / raise funds, including but not limited to bonds and non-convertible debentures, through private placement in one or more tranches, upto the amount of 1,000 crore, during the period of one year from the date of passing of this resolution.	Special
5.	Appointment of Shri Surendra Behera (DIN: 09784122) as Director Liable to Retire by Rotation.	Ordinary
6.	Appointment of Shri Arvind Kumar Jain (DIN: 07911109) as Director Liable to Retire by Rotation.	Ordinary

• 1. The Chairman then requested the members to pose questions, if any. Some of the shareholders who had registered themselves as speaker for Meeting, were provided with the opportunity to speak. As requested, few Members spoke at the Meeting and sought certain clarification and were suitably answered by the Chairman.
• 1. He then again requested the Members, to cast their vote through e-voting platform. He further informed that the result of the venue voting aggregated with the result of remote e-voting would be placed on the website of the Company, Stock Exchanges, i.e. BSE and National Stock Exchange of India Ltd, Central Depository Services (India) Ltd., and would be displayed on the Notice Board of the Company at its Registered Office, as per provisions of the Companies Act and SEBI Regulations.
• 1. The Chairman then thanked the Members and declared the Meeting as concluded. The time of conclusion of the AGM was 11:51 a.m.

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