India Cements Ltd. — AGM Information 2018

Sep 21, 2018

THE INDIA CEMENTS LIMITED

Corporate Office: Coromandel Towers, 93, Santhome High Road, Karpagam Avenue, RA Puram, Chennai - 600 028. Phone: 044-2852 1526, 28572100 Fax: 044-2851 7198, Grams: 'INDCEMENT' CIN: L26942TN1946PLC000931

SH/NSE 21.09.2018

National Stock Exchange of India Ltd Exchange Plaza, 5th Floor Plot No.C/1, G Block Bandra-Kurla Complex Bandra (E) MUMBAI 400 051.

Dear Sirs,

Sub.: Summary of proceedings of Annual General Meeting held on 20.09.2018

In terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose a summary of proceedings of the 72nd Annual General Meeting of our Company held on zo" September, 2018.

Thanking you,

Yours faithfully, for THE INDIA CEMENTS LIMITED

J.dk

COMPANY SECRETARY

THE INDIA CEMENTS LIMITED CHENNAI

Summary of proceedings of the Seventy-second Annual General Meeting held at 11.00 A.M. on Thursday, the zo" September, 2018, at Sathguru Gnanananda Hall (Narada Gana Sabha), 314, T.T.K. Road, Alwarpet, Chennai 600 018.

• Number of shareholders present in the meeting either in person or through proxy:
  • a) Promoters and Promoter group 8
  • b) Public 3731
• 11 Directors:
  • 1. Sri.N.Srinivasan, Vice Chairman & Managing Director, Chairman of the Meeting
  • 1. Smt.Chitra Srinivasan
  • 1. Smt.Rupa Gurunath, Wholetime Director
  • Member Stakeholders Relationship Committee 4. Sri.S.Balasubramanian Adityan
  • Chairman Audit Committee
  • 1. Sri.N.Srinivasan (F&R)
  • Member Nomination and Remuneration Committee
  • 1. Sri.V.Ranganathan
  • 1. Sri. Basavaraju
  • 1. Smt.Lakshmi Aparna Sreekumar
  • 1. Smt.Sandhya Rajan
• III Sri.S.Sridharan, Company Secretary

IV Statutory Auditors

• 1. Sri.M.Krishna Chaitanya representing M/s.K.S.Rao & Co.
• 1. Sri.Chella K Srinivasan representing M/s.SViswanathan LLP.

V Secretarial Auditor

• 1. Smt.P.R.Sudha, Practising Company Secretary
• VI Scrutinizers
  • 1. Smt.P.R.Sudha, Practising Company Secretary
  • 1. Sri.R.Narasimhan, Member

All Statutory Registers, Auditors' Report, Secretarial Auditor's Report and other relevant documents were made available at the meeting for inspection.

VII QUORUM

The required quorum was present throughout the meeting.

VIII ELECTION OF CHAIRMAN OF THE MEETING

As chosen by the members present, Sri.N.Srinivasan, Vice Chairman & Managing Director, occupied the chair.

The Chairman called the meeting to order and welcomed the shareholders and proxies to the meeting.

The Chairman introduced the Directors present in the dais to the shareholders.

The Chairman explained to the shareholders that Sri.K.Balakrishnan, Sri.M.R.Kumar and Sri.Suneel Babu Gollapalli, Directors, could not attend the meeting due to exigencies of work.

He thereafter proposed that the Notice convening the 72ndAnnual General Meeting be taken as read and with the consent of the members present at the meeting, the Notice was taken as read. The Chairman informed that there was no necessity to read auditors' report, as the same did not contain any qualification.

1 FOrTHE]~~UMITED

CmnPANY SECRETARY

THE INDIA CEMENTS LIMITED CHENNAI

The Chairman, thereafter, proposed that his address to the shareholders having been printed and circulated already, be taken as read and with the permission of the members present, the same was taken as read. The Chairman then briefed the shareholders present the industry scenario, cement demand and supply position, capacity utilization, pricing, fuel cost, foreign exchange fluctuation, operating performance and prognosis of the industry in general and the South in particular.

Thereafter, the following items of business, as set-out in the Notice convening the 72nd AGM were transacted at the meeting:

SINo	Items	Type ofResolutions
1.	Adoption of Standalone Audited Financial Statements for the vear ended 31.03.2018.	Ordinarv
2.	AdoptionofConsolidatedAuditedFinancialStatementsfortheyearended31.03.2018.	Ordinary
3.	Declaration of dividend on equity shares for the vear ended 31.03.2018.	Ordinarv
4.	Appointmentof a director in the place of Mr.M.R.Kumar,who retires by rotation andoffers himself for reappointment.beinqeliqible,	Ordinary
5.	Appointmentof Sri.SuneelBabu Gollapallias a Director of the Company,liable toretire by rotation.	Ordinary
6.	Appointmentof Sri.N.Srinivasanas a Directorof the Company,liable to retire byrotation.	Ordinary
7.	Appointment of Sri.Basavaraiu as an Independent Director of the Company.	Ordinarv
8.	Appointmentof Smt.LakshmiAparnaSreekumar as an IndependentDirector of theCompany.	Ordinary
9.	Appointment of Srnt.Sandhva Raian as an Independent Director of the Company.	Ordinarv
10.	Ratification of remuneration to Cost Auditor of the Company.	Ordinarv

The Chairman, thereafter, invited the members present to seek any clarification, if required, and clarified the queries raised by the shareholders.

The Chairman then informed that a number of shareholders took advantage of the remote e-voting facility that commenced at 9.00 A.M. on 16.09.2018 and ended at 5.00 P.M. on 19.09.2018 and had already cast their votes electronically on the resolutions contained in the aforesaid Notice and requested other members, excluding those who exercised their votes electronically, to cast their votes by ballot.

Before ordering for Poll, the Chairman informed the members that Smt.P.R.Sudha, Practising Company Secretary, had been appointed by the Board as Scrutinizer and appointed Sri.R.Narasimhan (Folio No.N01568), Member, to oversee the poll process along with Smt.P.R.Sudha. He then requested the Company Secretary to explain the Poll process, who explained it to the shareholders and proxies present.

The Chairman then ordered the Poll to be conducted and requested the members to cast their vote on the aforesaid Ordinary Resolutions.

Smt.P.R.Sudha, Practising Company Secretary and Sri.R.Narasimhan, Scrutinizers, distributed the ballot papers to those members present in person / proxy, who had not already voted electronically for casting their votes on the aforesaid resolutions; such members thereafter, present in person / proxy, exercised their franchise.

The Chairman thanked the members for their cooperation and informed that the voting results would be declared and intimated to the stock exchanges and also uploaded on the Company's website within 48 hours from the conclusion of the meeting.

The Annual General Meeting concluded after polling at 12.40 P.M.

For THE iNfllA CEMENTS LIMiTED ~ ,~~k~1') COMPANY SECRETARY