IRCON International Ltd — AGM Information 2021

Sep 24, 2021

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IRCON INTERNATIONAL LIMITED

(A Govt. of India Undertaking) An integrated Engineering and Construction Company

IRCON/SECY/STEX/124	24th September, 2021
BSE limited	National Stock Exchange of India limited
Listing Dept! Dept. of Corporate Services	Listing Department
Phiroze Jeejeebhoy Towers	Exchange Plaza, Plot no. CII, G Block
Dalal Street	Bandra -Kurla Complex,
Mumbai -400001	Bandra (East) Mumbai -400051
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Scrip code liD: 541956/1RCON	Scrip Code IRCON

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Pursuant to provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the summary of proceedings of 45th Annual General Meeting of the Company held on Friday, 24th September, 202 1 is enclosed herewith.

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Summary of proceedings of the 45th Annual General Meeting of Ircon International Limited

The 45th Annual General Meeting (AGM) of the members of Ircon International Limited (IRCON) was held on Friday, 24'h September, 2021 at 12:30 P.M. through Video Conference (VC) I Other Audio Visual Means (OAVM).

Shri Yogesh Kumar Misra, Chairman and Managing Director chaired the proceeding of the meeting and welcomed the shareholders. The Chairman then introduced the Board Members, Key Managerial Personnel, Statutory Auditor, Secretarial Auditor and Scrutinizer present in the meeting including the Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

On receipt of confirmation from the Company Secretary regarding presence of requisite Quorum i.e. presence of over 69 (Sixty Nine) Members for the meeting, the Chairman called the meeting in order.

The Chairman informed that due to Covid-19 concerns the meeting is being held through Video Conferencing. He further informed that the Company has taken the requisite steps to enable the members to participate and vote on the items being considered at this Annual general meeting and live webcast of the proceedings of the meeting is also available at KFintech Technologies Private Limited (KFintech) website.

Company Secretary informed that the 45'h Annual General Meeting of the Company is being held through Video Conferencing in compliance with the Companies Act, 2013, read with notifications and guidelines issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.

Thereafter, she explained the procedure of the meeting and voting process.

She informed that in compliance with the Companies Act, 2013, register of Directors and key managerial personnel and their shareholding and register of contracts or arrangements in which Directors are interested, Memorandum & Articles of Association and other documents referred in the Notice of AGM are available for inspection and Members seeking to inspect such documents can send an email to investors@ircon.org.

She further informed that as per Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, IRCON had provided the remote e-voting facility to the members of the Company for all the resolutions set forth in the Notice of AGM . The remote e-voting, as mentioned in the notice of AGM , had been conducted from 9:00 A.M ., 21st September, 2021 to 5:00 PM. 23rd September 2021 .

The facility for voting through e-voting system was made available during the Meeting for Members who have not cast their vote prior to the meeting. Shri Sachin Agarwal, Practicing Company Secretary, (Membership no. F5774) and failing him Ms. Anuradha Jain (A36639) Practising Company Secretary of Mis Agarwal S. & Associates have been appointed as Scrutinizer to conduct the e-voting process in fair and transparent manner. Shri Sachin Agarwal had attended the meeting as a Scrutinizer to conduct the e-voting process.

Chairman addressed the members and gave the overview of financial and operational performance of the Company for the financial year ended 31 s, March, 2021 and future scenario of the Company. The Notice of AGM and the Annual Report of the Company for the year 2020-21 containing the Directors Report, Audited Financial Statements (Standalone and ConSOlidated), Auditors' Report and C&AG comments thereon were taken as read.

Thereafter, the following business items were proposed for approval of shareholders through e-voting. The following items of business as per Notice of AGM dated 24th August, 2021 along with its addendum dated 07th September, 2021 were transacted at the meeting:

	s	on
		Considered
Ordinary Businesses:
1.	a
	Financial Statements of the Company for the financial year	Resolution
	ended on 31" March, 2021 along with the Boards' Report,
	Auditors' Report and the comments of the Comptroller and
	Auditor General of India (C&AG) thereon.
	adopt the Audited Consolidated	Ordinary
	Financial Statements of the Company for the financial year	Resolution
	ended 31 st March, 2021 along with the Auditors' Report and
	the comments of C&AG thereon.

3.	To confirm the payment of Interim Dividend @ Rs.1.30 per	Ordinary
	share on the face value of Rs.2/-each [i.e. 65% on paid up	Resolution
	capital of Rs.94,05, 15,740 amounting to Rs.61.13 Crore) and
	to declare a final dividend @ Rs.1. 70 per share on face value
	of Rs.2/-each [i.e.85% on paid-up capital of Rs.188, 1 0,31 ,480
	amounting to Rs.159.89 Crore) for the financial year 2020-21.
4.	Being interested in the fourth item, Shri Yogesh Kumar Misra
	vacated the Chair and handed over the proceedings of the
	meeting to Shri Mukesh Kumar Singh, Director (Finance). Shri
	Mukesh Kumar Singh proposed the following resolution for
	approval of Shareholders through e-voting:
	To appoint a Director in place of Shri Yogesh Kumar Misra,
	Chairman & Managing Director who retires by rotation and	Ordinary
	being eligible, offers himself for re-appointment.	Resolution
	Thereafter, Shri Mukesh Kumar Singh, Director (Finance)
	vacated the Chair and requested Shri Yogesh Kumar Misra,
	Chairman and Managing Director to resume the Chair.
	Shri Yogesh Kumar Misra, CMD resumed the Chair and
	proposed the balance items:
5.	To authorize the Board of Directors to fix the remuneration of	Ordinary
	Statutory Auditors for the financial year 2021-22 appointed by	Resolution
	C&AG.
	Special Business
6.	To appoint Shri Dhananjaya Singh as Part-time (Official)	Ordinary
	Director, liable to retire by rotation	Resolution
7.	To appoint Shri Rajesh Argal as Part-time (Official) Director,	Ordinary
	liable to retire by rotation.	Resolution
8.	To ratify remuneration of Cost Auditor of the Company for the	Ordinary
	financial year 2021-22.	Resolution
9.	To consider and determine the fees for delivery of any	Ordinary
	document.	Resolution
10.	Object Clause of Memorandum ofToamend theMain	Special	i!!!i Ar,o
	Association (MOA) of the Company.	Resolution	~~ <no '\9j'6'="" ""l<br=""> f;:)")G'o{"-.~ "="_~f'"
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On the direction of the Chairman, Company Secretary read out the observations of the Secretarial Auditors mentioned in their Report along with the management replies thereto at the Meeting.

The Chairman then invited the shareholders who had registered themselves as speakers, to raise any questions/ queries on the accounts of the Company. The Chairman responded to all queries raised by Members to the best of their satisfaction and thanked to the Shareholders.

Shri Mukesh Kumar Singh, Director (Finance) then concluded the meeting with a vote of thanks.

Company Secretary informed the Members that the e-voting will remain open for the 15 minutes after the closure of this meeting to enable those of the members who have not casted their vote earlier and would like to cast their vote now. On receipt of the Report from the scrutinizer, results of the Voting will be declared on IRCON's Website.

The meeting concluded at 2:00 P.M. after being open for 15 minutes for e-voting to be completed.

For Ircon International Limited

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(Ritu Arora) Company Secretary & Compliance Officer Membership No.: FCS 5270