NOCIL Ltd — AGM Information 2022

Jul 29, 2022

Regd. Office : Mafatlal House, 3rd Floor, H. T. Parekh Marg, Backbay Reclamation, Churchgate, Mumbai - 400 020, India. Tel.: +91 22 6657 6100, 6636 4062 Fax +91 22 6636 4060 Website: www.nocil.com CIN No. L99999MH1961PLC012003 ARVIND MAFATLAL GROUP Email: investorcare@nocil.com The ethics of excellence

Date: 29111 July 2022

The Bombay Stock Exchange Limited "P.J. Towers" Dalal Street Mumbai-400 001 Stock Code: 500730

The National Stock Exchange of India Ltd. Exchange Plaza Bandra Kurla Complex, Bandra (East) Mumbai-400 051 Symbol: NOCIL

Dear Sir,

Sub: Proceedings of the 60111 Annual General Meeting ('AGM') of NOCIL Limited ('the Company') held on 28111 July,2022

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a summary of proceedings of 60111 Annual General Meeting of the Company held on Thursday, 28111 July 2022 at 03.00 p.m. through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM").

You are requested to kindly take above information on your records.

Thanking You.

Yours truly,

Encl: as above

SUMMARY OF Tll 1 PROCEEDINGS OF 60rn ANNUAL GENERAL MEETING ('AGM') OF THE COMPANY

The 60111 Annual General Meeting of the Company was held on Thursday, 28111 July 2022 at 03.00 p.m. through Video Conferencing and the venue of the meeting was deemed to be the registered office of the Company situated at Mafatlal House, H.T. Parekh Marg, Backbay Reclamation, Churchgate, Mumbai - 400020.

Mr. Hrishikesh A. Mafatlal, Chairman of the Company Chaired the proceedings of the meeting in respect of agenda item no. was 1,2 and 4 to 6. Whereas Mr. Rohit Arora, Independent Director chaired the meeting with respect to agenda item no. 3.

The Chairman called the meeting to order as the requisite quorum was present. The Chairman introduced the Directors, Key Managerial Personnel and the invitees present at the meeting.

The Chairman informed that meeting has been convened and being conducted in accordance with the circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India ('SEBI'). The Chairman informed that the Company had tied up with National Securities Depositories Limited ('NSDL') to provide facility for voting through remote e-voting, e-voting during the AGM and participation in the AGM through VC I OAVM facility.

The Chairman informed the members that the Report of Board of Directors, Audited (Standalone and Consolidated) Statements of Profit and Loss, Cash Flow Statement of the Company for the Financial Year ended March 3 1, 2022 and the Balance Sheet as at March 31, 2022 and the Reports of the Directors and the Auditors thereon and the Notice convening the 60111 AGM were taken as read as the same had already been circulated to the members. The Chairman r~quested the Company Secretary to read out the summary of the Auditors Report . There were no qualifications, observations or adverse comments on financial statements and matters, which have any material bearing on the functioning of the Company. ·

The Chairman informed the members that pursuant to the provisions of the Companies Act, 2013, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had extended the remote e-voting facility to the members of the Company in respect of the resolutions to be passed at the Meeting. The remote e-voting commenced on Saturday 23rd July 2022 at 09.00 a.m. and ended on Wednesday 27111 July, 2022 at 05.00 p.m. The Chairman informed the members that the facility for voting through e-voting system was made available during the meeting for members who had not cast their vote prior to the meeting and the voting facility will continue to be available for 15 minutes after the conclusion of the meeting.

The Company had appointed Mr. Makarand M. Joshi, Partner of M/s Makarand M. Joshi & Co., Practicing Company Secretaries, as the Scrutinizer for the purpose of scrutinizing the process of remote e-voting held prior and e-voting during the AGM.

Based on the Scrutinizer's Report, the members have passed the following Resolutions as set out in the Notice convening the 60111 AGM of the Company:

S. No.	Item Description	Type of Resolution	Approval
	Ordinary business
I .	of Adoption the audited (Standalone and Consolidated) Statements of Profit and Loss, Cash Flow Statement of the Company for the Financial Year ended March 31, 2022 and the Balance Sheet as at March 3 1, 2022 and the Reports of the Directors and the Auditors thereon.	Ordinary Resolution	Requisite majority
2.	Declaration of dividend of Rs. 3/- per equity shares of Rs. 10 I- each .	Ordinary Resolution	Requisite majority
3.	Appointment of a Director place of Mr. Ill Priyavrata 1-1. Mafatlal (holding DIN: 02433237), who retires by rotation and being eligible offers himself for re-appointment.	Ordinary Resolution	Requisite majority
4.	Re-appointment of the Statutory Auditors of the Company.	Ordinary Resolution	Requisite majority

S. No.	Item Description	Type of Resolution	Approval
Special business
5.	Re-appointment of Mr. S.R. Deo (holding DIN: 01122338) as the Managing Director for a period of one year with effect from August 1,2022 upto 31'1 July ,2023.	Ordinary Resolution	Requisite majority
6.	Ratification of payment of remuneration to M/s. Kishore Bhatia & Associates, Cost Auditors for Pinancial Year 2022-23.	Ordinary Resolution	Requisite majority

On the invitation of the Chairman, members who had registered themselves as speakers, addressed the meeting through VC I OAVM and sought clarifications on the Company's accounts and businesses. The Chairman responded to the queries of the members and provided clarifications.

Thereafter, the Chairman announced for voting to be taken electronically (e-voting) and requested Mr. Makarand M. Joshi, the Scrutinizer for the orderly conduct of the voting.

The Chairman announced that the e-voting results along with the consolidated Scrutinizer's Report shall be informed to Stock Exchanges and also be placed on the website of the Company, NSDL and Stock Exchanges. The meeting concluded at 04.42 p.m. after being open for 15 minutes fore-voting to be completed.

We request you to take the above on your records and treat this as compliance with Part A of Schedule III under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Thanking you,

Yours truly,

For NOCT Limited

Amit Place: Mumbai