KIOCL Limited — AGM Information 2020

Sep 30, 2020

No. S/BC/1 (18-5)/2020/499 September 30, 2020

National Stock Exchange of India Limited
Scrip Code: KIOCL
Through: NEAPS
BSE Limited
Scrip Code: 540680, Scrip Name: KIOCL
Through: BSE Listing Centre
Metropolitan StockExchangeof India Limited
Scrip Code: KIOCL
Through: mylisting

Dear Sir / Madam,

Sub: Regulation 30 of SEBI (LODR) Regulations, 2015 – Proceedings of 44th Annual General Meeting (AGM) of KIOCL Limited held on September 29, 2020

The 44th Annual General Meeting of KIOCL Limited was held on September 29, 2020. As per requirement of Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the proceedings of 44th AGM of the Company are enclosed herewith at Annexure I.

You are requested to take the same on record.

Thanking You,

Yours faithfully, For KIOCL Limited,

(P.K. Mishra) Company Secretary & Compliance Officer

Encl: as above

PROCEEDINGS OF THE FORTY-FOURTH ANNUAL GENERAL MEETING OF THE MEMBERS OF KIOCL LIMITED HELD ON TUESDAY, 29TH SEPTEMBER, 2020 AT II BLOCK, KORAMANGALA, BENGALURU AT 12:00 NOON THROUGH VC/OAVM___________

The following Directors were present in the 44th Annual General Meeting: -

Sl.No.	Names	Designation	Place
1.	Sri M V Subba Rao	Chairman-cum-Managing	-Bangalore
		Director
2.	Sri S K Gorai	Director (Finance)	-Bangalore
3.	Sri T Saminathan	Director (Commercial)	-Bangalore
4.	Sri K V Bhaskara Reddy	Director (P & P)	-Bangalore
5.	Sri Jagdish P Joshi	Independent Director&	-through VC from Nagpur
		Audit Committee, Chairman
6.	Sri Ranjeet Sreenivas	Independent Director&	-through VC from Alappuzha
		RiskManagementCommittee, Chairman
7.	SriNirmalendu Mohapatra	Independent Director&	-through VC from Bhilai
		CSR Committee, Chairman;
		Nomination&
		RemunerationCommittee,
		Chairman
8.	Sri G Ramasamy	Independent Director&	-through VC from Chennai
		StakeholdersRelationship
		Committee, Chairman
	In Attendance of:
9.	Sri PKMishra	Company Secretary	-Bangalore

Due to pre-occupation, the following Directors could not attend the 44th AGM:

• 1. Shri Vijoy Kumar Singh, Govt Nominee Director
• 1. Shri T. Srinivas, Govt. Nominee Director.

Further, Shri B. Hariharan (representative of M/s Anand & Ponnappan, Statutory Auditors); and Shri Murali Mohan (representative of M/s Manohar Chowdhary & Associates, Internal Auditors); and Shri G. Shivannarayana (representative of M/s PKR & Associates LLP, Cost Auditors); and Shri Ananth Prasad BR of M/s Guru and Jana, Practicing Chartered Accountants (Scrutinizer for the AGM) had also joined the meeting through VC/OAVM.

Mrs. Jyoti Singhal, Under Secretary, Ministry of Steel, nominee of the President of India, the promoter of KIOCL Ltd., had also joined the AGM through VC/OAVM.

The Meeting was attended by 75 Members in person (including the nominee of President of India), present through VC/OAVM.

In pursuance to Article 65 of the Articles of Association of the Company, Shri M V Subba Rao, Chairman-cum-Managing Director of the Company chaired the 44 th Annual GeneralMeeting.

At the outset, the Company Secretary welcomed the shareholders of the Company to the 44th AGM held through VC/OAVM. He confirmed that the requisite quorum for the meeting was present. He also apprised the shareholders about the general instructions for attending the AGM through VC/OAVM and e-voting thereat. The Company Secretary further informed that in compliance with the circulars issued by Ministry of Corporate Affairs and Securities Exchange Board of India KIOCL limited was holding Annual General Meeting through Video Conference or any other Audio-Visual means.

Thereafter, he introduced and welcomed the Chairman and other Directors present in the Meeting; and requested the Chairman to conduct the proceedings of the AGM. Shri M V Subba Rao took the Chair and welcomed all shareholders and others present in the Meeting. The requisite quorum being present, the Chairman called the Meeting to order. The Chairman stated that all feasible efforts have been made by the Company, to enable the shareholders to join the AGM through VC/OAVM and vote thereat. He requested the Company Secretary, to read the Notice of the AGM and report(s) of the Statutory Auditors and Secretarial Auditors.

The Company Secretary informed that Notice of the 44th AGM along with Annual Report was sent to all shareholders through email on September 4, 2020 and was also appearing on the Company's website; and the same was being taken as read. He also mentioned that the Statutory Auditors had audited the standalone and consolidated financial statements of the Company for the financial year 2019-20; and they had given their report without any qualification, reservation, adverse remark or disclaimer. Further, the Comptroller & Auditor General of India had also given 'NIL' comments on the Audited Financial Statements of the Company for the Financial Year 2019-20.

Thereafter, the Chairman addressed the Shareholders and outlined the performance for FY 2019-20, major achievements of KIOCL, support to Atmanirbhar Bharat, economy, Make in India initiative & Company's other initiatives including CSR.

Upon conclusion of the Chairman's speech, the Company Secretary read the items of Ordinary and Special Business contained in the Notice of the 44th AGM, as detailed below: -

1.	of Financial Statements for the year ended 31st March 2020Adoption	Ordinary Resolution
	and the Reports of the Board of Directors and the Auditors thereon and
	Comments of the C&AG.
2.	To declare Final Dividend @ Rs. 0.70 per Equity Share for the year	Ordinary Resolution
	ended 31st March 2020
3.	Reappointment of Sri T. Srinivas (DIN: 07238361), as a Director who	Ordinary Resolution
	retires by rotation.
4.	Reappointment of Sri S.K. Gorai (DIN: 07223221), as a Director who	Ordinary Resolution
	retires by rotation.
5.	Fixing the remuneration of Statutory Auditors	Ordinary Resolution

ORDINARY BUSINESS

SPECIAL BUSINESS

6.	Appointment of Sri NirmalenduMohapatra (DIN: 07352648), as an	Ordinary Resolution
	Independent Director
7.	AppointmentofSriRanjitSreenivas(DIN:08539909),asan	Ordinary Resolution
	Independent Director

8.	Appointment of Sri G. Ramasamy (DIN:08632590) as an Independent	Ordinary Resolution
	Director
9.	Appointment of Shri K.V. Bhaskara Reddy as a Director (Production &	Ordinary Resolution
	Projects), (DIN: 08672764), liable to retire by rotation
10.	Appointment of Sri Vijoy Kumar Singh (DIN: 00592638) as a Govt.	Ordinary Resolution
	Nominee Director, liable to retire by rotation.
11.	Approval of the Remuneration of the Cost Auditor.	Ordinary Resolution
12.	Approval to deliver document through a particular mode as may be	SpecialResolution
	sought by the member

The Company Secretary informed that in compliance with the applicable statutory provisions, the Company had provided remote e-voting facility to the shareholders from Saturday, September 26, 2020 (0900 hours) to Monday, September 28, 2020 (1700 hours), to enable them to cast their votes electronically on the items mentioned in the Notice. He further informed that the shareholders, who have not been able to cast their vote through remote e-voting, would be able to cast their vote in the AGM by using the e-voting facility provided on CDSL e-voting platform. He added that the Company had appointed Shri Ananth Prasad BR of M/s Guru and Jana, Practicing Chartered Accountants, as the Scrutinizer for the votes cast through remote e-voting and e-voting at the AGM.

Thereafter, the shareholders who had pre-registered themselves as 'Speakers' for the AGM, were invited one by one to share their views with the management and raise questions, if any. None of the preregistered shareholders were present during the time of AGM, thereafter Chairman and Director (Finance) answered to the queries received through email from shareholders. The Chairman thereafter thanked the shareholders for their continued support.

The Chairman informed that voting on the proposed resolutions would be kept open for 15 minutes after conclusion of the Meeting, to enable the members to cast their votes. The results of voting would be determined by aggregating the votes cast through remote e-voting prior to the AGM and e-voting facility provided during the AGM. The consolidated results would be filed with the Stock Exchanges and also posted on the website of the Company and on the CDSL e-voting portal within 48 hours of conclusion of the meeting.

There being no other business to transact, the Chairman declared closure of the Meeting.

It is hereby confirmed that the meeting was convened and conducted as per the provisions of the Companies Act, 2013 and Rules thereunder and Secretarial Standards issued by The Institute of Company Secretaries of India read with MCA circulars dated April 8, 2020, April 13, 2020 and May 5, 2020 and SEBI circular dated May 12, 2020.

The Meeting concluded at 1:05 P.M. (1ST) (including the time allowed for e-voting).

(P.K. Mishra) Company Secretary & Compliance Officer