KIOCL Limited — AGM Information 2021

Sep 16, 2021

No. S/BC/1(18-5)/2021/422 September 16, 2021

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 45 th Annual General Meeting (AGM) of KIOCL Limited held on September 15, 2021

The 45 th Annual General Meeting of KIOCL Limited was held on September 15, 2021. As per the requirement of Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the proceedings of 45 th 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

ANNEXURE - I

PROCEEDINGS OF THE FORTY-FIFTH ANNUAL GENERAL MEETING OF THE MEMBERS OF KIOCL LIMITED HELD ON WEDNESDAY, 15TH SEPTEMBER, 2021 AT 12:00 NOON AT II BLOCK, KORAMANGALA, BENGALURU THROUGH VC/OAVM

The following Directors were present in the 45 th Annual General Meeting: -

Sl.No.	Names	Designation	Place
1.	Sri T Saminathan	Chairman-cum-ManagingDirector	-Bangalore
		and Director (Commercial)-Addl.
		Charge
2.	Sri S K Gorai	Director (Finance)	-Bangalore
3.	Sri K V Bhaskara	Director (P & P)-Bangalore
	Reddy
4.	Sri Jagdish P Joshi	Independent DirectorandChairman	-through VC from Nagpur
		of Audit Committee& Investment,
		ProjectAppraisalandMonitoring
		Committee
5.	SriRanjeet Sreenivas	Independent DirectorandChairman-through VC from Alappuzha
		ofRisk Management Committee
6.	SriNirmalendu	Independent DirectorandChairman	-through VC from Bhilai
	Mohapatra	of CSR Committee&Nomination
		andRemunerationCommittee
7.	Sri G Ramasamy	Independent DirectorandChairman-through VC from Chennai
		ofStakeholdersRelationship
		Committee
	In Attendance:
8.	Sri PKMishra	Company Secretary	-Bangalore

Due to pre-occupation, the following Directors could not attend the 45 th AGM: -

• 1. Ms Sukriti Likhi, Govt Nominee Director
• 1. Shri T. Srinivas, Govt. Nominee Director

Further, Shri Rajnish Rama Rao (representative of M/s YCRJ & Associates, Statutory Auditors), Shri Murali Mohan (representative of M/s Manohar Chowdhary & Associates, Internal Auditors), Shri Sharad Kumar Kalagi (representative of M/s R.M. Bansal & Co.) and Shri S.N. Mishra of

ಕಐಓಸಿಎಲ್ ಅಮಿಟೆಡ್(ಭಾರತ ಸರ್ಕಾರದ ಉದ್ಯಮ)	के आई ओ सी एल लिमिटेड(भारत सरकार का उद्यम)	KIOCL LIMITED(A Government of India Enterprise)
ನೊಂದಾಯಿತ ಕಾರ್ಯಾಲಯ:೨ನೇ ವಿಭಾಗ, ಕೋರಮಂಗಲKUDREMUKHಬೆಂಗಳೂರು - ೫೬೦ ೦೩೪.	पंजीकृत कार्यालय ः।। ब्लाक, कोरमंगला,बेंगलुर - 560 034.	Registered Office:Il Block, Koramangala,Bengaluru - 560 034.
ಐಎಸ್ಓ 9001, 14001 ಮತುಓಹೆಚ್ಎಸ್ಎಎಸ್ 18001 ಸಂಸ್ಥೆ ದೂರವಾಣಿ$1250 - 233320$आई एस औ 9001, 14001 तथा$:$ 000-933329033-31590ಫ್ಯಾಕ್ಸ್ओएचएसएएस 18001 कम्पनीಸೈಟ್: www.kioclitd.inISO 9001, 14001 &ವೆಬ್	$: 080 - 25531461 - 66$कायोलय$: 080 - 25532153 - 5941$फेक्सwww.kioclitd.inवेबसाइट	080-25531461 - 66Telephone$: 080 - 25532153 - 5941$FaxWebsitewww.kioclitd.inCIN : 113100KA1976GOI002974

M/s SNM & Associates, Practicing Company Secretary (Scrutinizer for the AGM) had joined the meeting through VC/OAVM.

Shri Mukesh Rai, Under Secretary, Ministry of Steel, nominee of the President of India, the promoter shareholder of KIOCL Ltd., had also joined the AGM through VC/OAVM.

The Meeting was attended by 60 Members in person (including the nominee of President of India), present through VC/OAVM.

At the outset, the Company Secretary welcomed the shareholders of the Company to the 45 th AGM held through VC/OAVM. He confirmed that the requisite quorum for the meeting was present and further all feasible efforts have been made by the Company, to enable the shareholders to join the AGM through VC/OAVM and vote thereat. He further informed that the Ministry of Steel vide its order dated 7th September, 2021 had appointed Shri T. Saminathan, Director (Commercial) as the Chairman-cum-Managing Director of the Company and Shri T. Saminathan had assumed the charge on 7th September, 2021. Further, Ministry of Steel vide its order dated 14th September, 2021 assigned additional charge of Director (Commercial) to Shri T. Saminathan, CMD, KIOCL. Accordingly, in pursuance to Article 65 of the Articles of Association of the Company, Shri T Saminathan, Chairmancum-Managing Director of the Company would be chairing the 45 th Annual GeneralMeeting.

Thereafter, he requested the Chairman to conduct the proceedings of the AGM. Shri T Saminathan took the Chair. He introduced the Directors present and welcomed all shareholders and others present in the Meeting. The requisite quorum being present, the Chairman called the Meeting to order. The Chairman informed that notice of the Annual General Meeting along with Annual Report for the year 2020-21 was sent through email to members on 23rd August, 2021 and the same was taken as read.

Further, the Company Secretary apprised the shareholders about the general instructions for attending the AGM through VC/OAVM. He informed that in compliance with the circulars issued by Ministry of Corporate Affairs and Securities Exchange Board of India, the Annual General Meeting of KIOCL limited was held through Video Conference or any other Audio-Visual means.

Thereafter, the Chairman addressed the Shareholders and outlined the performance for FY 2020-21, major achievements of KIOCL and support Given by Company under CSR to Govt. of India & Govt. of Karnataka to combat COVID-19 pandemic.

Further, he requested the Company Secretary to read the Independent Auditor's Report, Secretarial Audit Report, Corporate Governance Compliance Certificate, CAG comments and to brief about evoting.

The Company Secretary mentioned that the Statutory Auditors had given unqualified Audit report. The Comptroller & Auditor General of India had also given 'NIL' comments on the Audited Financial Statements of the Company for the Financial Year 2020-21. The Secretarial Audit Report and

ಕಐಓಸಿಎಲ್ ಅಮಿಚೆಡ್(ಭಾರತ ಸರ್ಕಾರದ ಉದ್ಯಮ)	के आई ओ सी एल लिमिटेड(भारत सरकार का उद्यम)	KIOCL LIMITED(A Government of India Enterprise)
ನೊಂದಾಯಿತ ಕಾರ್ಯಾಲಯ:೨ನೇ ವಿಭಾಗ, ಕೋರಮಂಗಲKUDREMUKHಬೆಂಗಳೂರು - ೫೬೦ ೦೩೪.	पंजीकृत कार्यालय ः।। ब्लाक, कोरमंगला,बेंगलुर - 560 034.	Registered Office:Il Block, Koramangala,Bengaluru - 560 034.
ಮಎಸ್ಓ 9001, 14001 ಮತ್ತುಓಹೆಚ್ಎಸ್ಎಎಸ್ 18001 ಸಂಸ್ಥೆas bod Ostage-oco ocoಮೂರವಾಣಿआई एस ओ 9001, 14001 तथा$:$ 000-9333.9033-31590ಫ್ಯಾಕ್ಸ್ओएचएसएएस 18001 कम्पनीಸೈಟ್: www.kioclitd.inವೆಬ್ISO 9001, 14001 &OHSAS 18001 COMPANY	$: 080 - 25531461 - 66$कार्यालय$: 080 - 25532153 - 5941$फेक्स: www.kioclitd.inवेबसाईट	080-25531461 - 66Telephone:$: 080 - 25532153 - 5941$FaxWebsite: www.kioclitd.inCIN: L13100KA1976GOI002974

Corporate Governance Compliance Certificate forms the part of Annual Report 2020-21 and the same were taken as read.

Further, he informed that in compliance with the applicable statutory provisions, the Company had provided remote e-voting facility from Sunday, September 12, 2021 at 09:00 A.M. (IST) to Tuesday, September 14, 2021 at 05:00 P.M. (IST) to all the shareholders holding shares as on cut-off date i.e., Wednesday, 8th September 2021, to enable them to cast their votes electronically on the items mentioned in the Notice of the AGM. He informed that the shareholders, who have not cast their vote through remote e-voting, can cast their vote during the AGM by using the e-voting facility provided by CDSL. He added that the Company had appointed CS S. N. Mishra of M/s SNM & Associates, Practicing Company Secretary, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

Following items of business as set out in the Notice convening 45th AGM were transacted at the Meeting: -

ORDINARY BUSINESS:

• 1. Adoption of Financial Statements for the year ended 31st March, 2021 and the Reports of the Board of Directors and the Auditors thereon and Comments of the C&AG. (Ordinary Resolution)
• 1. To declare Final Dividend @ Rs. 1.64/- per Equity Share for the year ended 31st March, 2021. (Ordinary Resolution)
• 1. Reappointment of Sri T. Saminathan (DIN: 08291153), as a Director who retires by rotation. (Ordinary Resolution)
• 1. Reappointment of Sri K.V. Bhaskara Reddy (DIN: 08672764), as a Director who retires by rotation. (Ordinary Resolution)
• 1. Fixing the remuneration of Statutory Auditors. (Ordinary Resolution)

SPECIAL BUSINESS:

• 1. Appointment of Ms. Sukriti Likhi (DIN: 01825997) as a Govt. Nominee Director, liable to retire by rotation. (Ordinary Resolution)
• 1. Ratification of the Remuneration of the Cost Auditor. (Ordinary Resolution)

Thereafter, one shareholder who had pre-registered himself as 'Speaker' for the AGM, was invited to share his views with the management and raise questions, if any. The present pre-registered

	ಕಐಓಸಿವಿಲ್ ಅಮಿಟೆಡ್	के आई ओ सी एल लिमिटेड	KIOCL LIMITED
	(ಭಾರತ ಸರ್ಕಾರದ ಉದ್ಯಮ)	(भारत सरकार का उद्यम)	(A Government of India Enterprise)
KUDREMUKH	ನೊಂದಾಯಿತ ಕಾರ್ಯಾಲಯ:	पंजीकृत कार्यालय :	Registered Office:
	೨ನೇ ವಿಭಾಗ, ಕೋರಮಂಗಲ	।। ब्लाक, कोरमंगला,	Il Block, Koramangala,
	ಬೆಂಗಳೂರು - ೫೬೦ ೦೩೪.	बेंगलुर - 560 034.	Bengaluru - 560 034.
ಮಎಸ್ಓ 9001, 14001 ಮತುಓಹೆಚ್ಎಸ್ಎಎಸ್ 18001 ಸಂಸ್ಥೆ ದೂರವಾಣಿआई एस औ 9001, 14001 तथाಘ್ಯಾಕ್ಸ್ओएचएसएएस 18001 कम्पनीISO 9001, 14001 &ವೆಬ್OHSAS 18001 COMPANY	$1250 - 233320$$:$ 000-9333.9033-31590ಸೈಟ್ : www.kioclitd.in	080-25531461 - 66कार्यालय: 080-25532153-5941फेक्सwww.kioclitd.inवेबसाइट	080-25531461 - 66Telephone$: 080 - 25532153 - 5941$FaxWebsitewww.kioclitd.inCIN: L13100KA1976GOI002974

shareholder did not raise any query. The Chairman thanked the shareholders for their continued support.

The Chairman informed that e-voting on the proposed 7 resolutions would be kept open for 30 minutes after conclusion of the Meeting, to enable the members to cast their votes. The Consolidated Scrutinizer's report on the votes cast through remote e-voting and e-voting during the AGM would be intimated to the Stock Exchanges and also be uploaded on the website of the Company and CDSL on or before 17th September, 2021.

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

It is hereby confirmed that the meeting was convened 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, May 5, 2020 and January 13, 2021 and SEBI circular dated May 12, 2020 and January 15, 2021.

The Meeting concluded at 1:16 P.M. (1ST) (including the time allowed for e-voting). The quorum was present at the beginning and throughout the Meeting.

This is for your information and records.

Thanking you,

Yours faithfully, For KIOCL Limited,

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