ORIENT CEMENT LIMITED — AGM Information 2020

Aug 1, 2020

August 1, 2020

Bombay Stock Exchange Limited New Trading Ring, Rotunda Building, P J Towers, Dalal Street, Fort Mumbai-400001 Security Code: 535754

National Stock Exchange of India Limited "Exchange Plaza", Plot No. C-1, Block G Bandra – Kurla Complex, Bandra (East), Mumbai – 400 051 Symbol: ORIENTCEM

Sub:- Gist of the proceedings of the 9 th Annual General Meeting-Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

We hereby wish to inform you that the 9 th Annual General Meeting ("AGM") of the Company was held on Friday, July 31, 2020 at 11:00 a.m. through Video Conferencing (VC) and the business mentioned in notice dated May 22, 2020 were transacted.

In this regard, we enclose herewith the gist of the proceedings of the 9 th AGM of the Company and the Scrutinizer's Report for reference and records.

Thanking you,

Yours faithfully, For Orient Cement Limited

NIDHI BISARIA Digitally signed by NIDHI BISARIA Date: 2020.08.01 11:25:46 +05'30'

Nidhi Bisaria (Company Secretary)

Encls: As stated

GIST OF PROCEEDINGS OF THE 9 th ANNUAL GENERAL MEETING OF THE COMPANY HELD ON FRIDAY, JULY 31, 2020 AT 11:00 A.M. THROUGH VIDEO CONFERENCING/OTHER AUDIO-VISUAL MEANS

Mrs. Nidhi Bisaria, Company Secretary of the Company, welcomed the members to the 9 th Annual General Meeting ("AGM" or the "Meeting"), of the Company and briefed the members that due to COVID-19 pandemic, the Ministry of Corporate Affairs and the Securities and Exchange Board of India vide their respective circulars, have allowed companies to hold the AGM through video conferencing or other audio-visual means during the calendar year 2020.

Mr. Chandrakant Birla, Chairman of the Board, chaired the AGM and welcomed the members to the 9 th AGM of the Company. The requisite quorum being present, the Chairman declared the meeting in order. He then introduced the members of the Board and other officials of the Company present at the meeting.

The Chairmen of the Audit Committee, Nomination and Remuneration cum Compensation Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee were present at the Meeting. The representatives of the Statutory Auditors, Secretarial Auditors and Scrutinizer were also present at the Meeting.

Thereafter, the Chairman addressed the members with a brief speech wherein he provided an update on impact of COVID-19, an overview of industry and of the Company's operations and financial performance for the financial year ended March 31, 2020.

With the permission of the members present, the Notice of AGM, the Statutory Auditor's Report and the Secretarial Auditor's Report were taken as read.

The Company Secretary, on request of the Chairman, informed the members that in terms of the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company had provided the facility, to the members, to cast their vote electronically (remote e-voting) through e-voting platform of KFin Technologies Private Limited ("KFintech") in respect of all the businesses mentioned in the Notice dated May 22, 2020. The e-voting commenced at 9:00 a.m. IST on July 28, 2020 and ended at 5:00 p.m. IST on July 30, 2020. The members attending the Meeting, who had not cast their vote by remote e-voting, had been provided the facility to exercise their right of voting at the Annual General Meeting through electronic means. Cut-off date for determining the name of the members eligible for voting at the AGM was July 24, 2020.

The Company Secretary further informed that Mr. A.K. Labh of M/s A.K. Labh & Co., Company Secretaries, has been appointed as the scrutinizer for the purpose of scrutinizing both, the remote e-voting and electronic voting at the AGM, in a fair and transparent manner. The results will be declared on or before August 2, 2020 based on scrutinizer's report after considering the e‐voting done today by the members participating in this AGM and also the remote e‐voting already done by members. The results would be published on the Company's website and also uploaded on the websites of the Stock Exchanges, NSE and BSE.

On invitation of the Chairman, members who had registered themselves as speakers, spoke one by one and sought clarifications on the Company's accounts and businesses. Chairman also addressed the queries of the members posted via live chat box during the course of the meeting.

After listening to the questions posed by the Speaker Shareholders, Mr. Birla jointly with Mr. Desh Deepak Khetrapal, Managing Director of the Company responded to the queries of the members and provided clarifications.

The Chairman requested the members to proceed for the e-voting. Chairman authorized the Company Secretary of the Company, to declare the voting results and upload the results on the websites of the Stock Exchanges and publish on the Company website within 48 hours from the conclusion of this Meeting.

Chairman thanked the members present at the meeting for their participation. The AGM concluded at 11:54 a.m. after being open for 15 minutes for e-voting to be completed.

The following items of business as set out in the Notice of AGM dated May 22, 2020, convening this meeting were transacted through e-voting:

Ordinary Business:

• 1. Adoption of the audited financial statements of the Company for the financial year ended March 31, 2020 together with the Report of the Board of Directors and Auditors thereon.
• 1. Declaration of final dividend of Rupee 0.75 (75%) per equity share (face value of Rupee 1/- each) for the financial year ended March 31, 2020.
• 1. Re-appointment of Mrs. Amita Birla (DIN 00837718), as director of the Company, who retires by rotation.

Special Business:

• 1. Re-appointment of Mr. Swapan Dasgupta (DIN 07113693) as an Independent Director to hold the office from August 4, 2020 up to August 3, 2025, not liable to retire by rotation.
• 1. Approval of the terms of remuneration of Mr. Somnath Mukherjee, Cost Auditor of the Company for the financial year ended March 31, 2021.
• 1. Approval of the terms of remuneration of Mr. Desh Deepak Khetrapal, Managing Director & CEO (DIN 02362633) for the financial year ended March 31, 2021.

Based on the consolidated Scrutinizer's Report dated July 31, 2020, all the aforesaid resolutions nos. 1 to 5 as set out in the Notice of 9 th AGM, have been passed with requisite majority and resolution no. 6 has not been passed in view of insufficient votes cast in favour of the resolution.

For Orient Cement Limited

NIDHI BISARIA Digitally signed by NIDHI BISARIA Date: 2020.08.01 11:26:19 +05'30'

(Nidhi Bisaria) Company Secretary)

FCS, ACMA (lCAl), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIRPM Practicing Company Secretary

A. K. LABH & Co.

Company Secretaries 40, Weston Street, 3rd Floor, Kolkata - 700 013 (o (033) 2221-9381, Fax : (033) 2221-9381 Mobile :98300-55689 e-mail : aklabh@aklabh.com / aklabhcs@gmail.com Website : www.aklabh.com

CONSOLIDATED SGRUTINIZER'S REPORT

[Pursuant to Section 108 of the Companies Act,2013 and Rule 20 of the Companies (Management and Administration) Rules, 20141

The Chairman of the gthAnnual General Meeting of Orient Cement Limited Unit V[I, PIot No. 7 Bhoinagar, Bhubaneswar Odisha-751012

Dear Sir,

I, Atul Kumar Labh, Practicing Company Secretary (FCS - 4848 /Cp - 323g) and proprietor of l4/s' A. K. Labh & Co.; Company Secretaries, Kolkata was appointed as the scrutin izer in connection with the 9tr Annual General Meeting ("AGM") of the members of ,rOrient Cement Limiteil'("company") held on Friday, the 31't day of July,2020 at ll:00 a.m. through video Conferencing ("VC") / Other Audio Visual Means ("OAVM") in terms of MCA Circular No. 2012020dated 5th May,2020 read with Circular Nos. 14i2020 dated,Sth April, 2020 and l7l2021 dated 13th April, 2020 (collectively referred as "MCA Circulars") for the purpose of scrutinizing the electronic voting ("e-voting") process through remote e-voting and e-voting at the AGM in a fair and transparent manner and ascertaining the requisite majority for the said voting as per the provisions of the Companies Act, 2Ol3 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, on the resolutions referred to in this report.

The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act,2013, MCA Circulars and the Rules relatingto remote e-voting and evoting at the AGM on the resolutions contained in the Notice of the AGM dated the 22d d,ay of May,2020. My responsibility as a scrutinizer for remote e-voting and e-voting at the AGM is restricted to make a Scrutinizer's Report of the votes cast "in favour,, or ,,against,, the resolutions, based on the reports generated from the e-voting system of IWs KFin Technologies Private Limited ("KFin"), the agency engaged by the company to provide the facilities for both remote e-voting and e-voting at the AGM.

|-

FCS, ACMA (lCAl), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIBPM Practi ci ng Co m pany Secretary

A. K. LABH & Co.

Company Secretaries 40, Weston Street, 3rd Floor, Kolkata - 700 013 o (033) 2221-9381, Fax: (033) 2221-9381 Mobile :98300-55689 e-mail : aklabh@aklabh.com / aklabhcs@grnail"com Website : wwuaklabh.com

I submit my report as under :

• 1. The remote e-voting period remained open from 9.00 A.M. IST on Tuesday, the 2gtr day of July, 2020 up to 5.00 p.M. IST on Thursday, the 30th day of July,2020.
• 1. The Shareholders holding shares as on the "cut off' date, i.e. the 24n day of July, 2020 were entitled to vote on the proposed 6 (Six) resolutions as mentioned in the Notice dated the 22d day of May ,2020 of the AGM of the Company.
• 1. The Company has also provided e-voting facility at the AGM to enable the shareholders attending the AGM through VC / OAVM to cast the votes in case the same has not been cast by them through remote e-voting.
• 1. The votes were unblocked on Friday, the 3 l st day of July , 2020 around 12:20 p.M. after the completion of the AGM in the presence of two witnesses, namely, Ms. Rachana Agarwal, residing at 16212, Benaras Road, Salkia, Howrah - 7lll}6 and Mrs. Anushree Dasgupta, residing at 28A.1, Dwijen Mukherjee Road, Behala, Kolkata - 700060, who are not in employment of the Company.
• 1. The e-voting datalresults downloaded from the e-voting system o-f KFin were scrutinized and reviewed; the votes were counted, and the results wire prepared.
• 1. The combined result of the remote e-voting and e-voting at the AGM IEVEN :5342] as under:

A. K. LABH FCS, ACMA (lCAl), MBA, M.Com., ACSI(Lond) DIM, DHRD, PGHDSM, DIRPM Practicing Company Secretary

A. K. LABH & Co.

Company Secretaries 40, Weston Street, 3rd Floot Kolkata - 700 013 €) (033) 2221-9381, Fax: (033) 2221-9381 Mobile :98300-55689 e-mail : aklabh@aklabh.com i aklabhcs@gmail.com Website : www.aklabh.com

ORDINARY BUSINESS:

a) Resolution 1

To consider and adopt the Finoncial Statements ol the Company for the financiat yeor ended March 37,2020, including the audited Balonce Sheet as ot Morch 31, 2020, the Statement of Profit & Loss ond Cash Flow Statement lor the finonciol yeor ended on that date ond the Reports of the Boord of Directors and Auditors thereon

(i) Voted in fovour of the Resolution:

Mode of voting	Number olMembers voted	Number of votescast by them	% of totolnumber of volid
Remote e-voting	82	149703704	votes cost
E-voting at AGM	19	38043
Total	101	L4974L747	99.999999%

(ii) Voted ogainst the Resolution:

Mode of voting	Number ofMem-bers voted	Number of votescast by them	% of totolnumber ofvolid votescost
Remote e-voting	L	L
E-voting at AGM	0	0
Total	L	1	0.000001%

(iii) lnvalid Votes:

Total number ofmembers whose voteswere declored invalid	Total number ofvotes cost by them
0	0

r

FCS, ACMA (lCAl), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIRPM P racticing Company Secretary

A. K. LABH & Co. Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 @ (033) 2221-9381, Fax: (033) 2221-9381 Mobile :98300-55689 e-mail : aklabh@aklabh.com / aklabhcs@gmail"com Website : www.aklabh.com

b) Resolution 2

To declare o finat dividend of Re. CI.75/- per equity share of face value of Re" L/ eoch for the finonciol year ended Morch 37, 2O2O

(i) Voted in Javour of the Resolution:

Mode of voting	Number ofMembers voted	Number of votescast by them	% of totolnumber ofvalid votescast
Remote e-voting	83	149796343
E-voting at AGM	19	38043
Total	t02	149834386	99.999973%

(ii) Voted against the Resolution:

Mode of voting	Number ofMembers voted	Number of votescast by them	% of totolnumber ofvalid votescost
Remote e-voting	2	41
E-voting at AGM	0	0
Total	2	4L	o.000027%

(iii) lnvolid Votes:

Total number olmembers whose voteswere declored invalid	Totol number ofvotes cost by them
0	0

FCS, ACMA (lCAl), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIBPM Practi ci n g Com pany Secretary

40, Weston Slreel, 3rd Flool Kolkata - 700 013 @ (033) 2221-9381, Fax: (033) 2221-9381 Mobile :98300-55689 e-mail : aklabh @ aklabh.com / aklabhcs @ gmail.com Website : www.aklabh.com

c) Resolution 3

who retires by being eligible, To oppoint a director in prace of Mrs. Amita Birta (DtN: oog377zg), rototion under the provisions of the companies, Act, 2073 and offers herself for re-oppointment

(i) Voted in favour of the Resolution:

Mode of voting	Number ofMembers voted	Number oI votescost by them
Remote e-voting
E-voting at AGM

(ii) Voted agoinst the Resolution:

M.ode of voting	Number ofMembers voted	Number of votescast by them
E-voting at AGM

(iii) lnvalid Votes:

Totol number ofmembers whose voteswere declored involid	Totolnumber ofvotes cast hy them
0	0

FCS, ACMA (lCAl), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIRPM P racti ci ng Co mpany Secretary

A. K. LABH & Co.

Company Secretaries 40, Weston Street, 3rd Floor, Kolkata - 700 013 €) (033) 2221-9381, Fax: (033) 2221-9381 Mobile :98300-55689 e-mail : aklabh@aklabh.com / aklabhcs@gmail.com Website : www.aklabh.com

,SPECIAL BUSINESS:

d)

Re-appointment of Mr. swopan Dasgupta (DtN: 0z11969g) os on lndependent Director

(i) Voted in favour of the Resolution:

Mode of voting	Number olMemhers voted	Number of votescost by them	% of totolnumber ofvalid votescast
Remote e-voting	82	L49795143
E-voting at AGM	19	38043
Total	101	149833186	99.999172%

(ii)Voted agoinst the Resolution:

Mode of voting	Number ofMembers voted	Number of votescost hy them	% ol totolnumher ofvolid votescast
Remote e-voting	3	1241
E-voting at AGM	0	0
Total	3	L24L	0.000828%

(iii) lnvalid Votes:

Total number ofmembers whose votes I votes cost by themwere declared involid	I fotol number of
0	0

FCS, ACMA (lCAl), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIRPM Practi ci ng C o m pany Secretary

40, Weston Street, 3rd Floor, Kolkata - 700 013 @ (033) 2221-9381, Fax: (033) 2221-9381 Mobile :98300-55689 e-mail : aklabh@aklabh.com / aklabhcs@gmail.com Website : www.aklabh.com

Fixing the Compony remunerotion of Mr. somnoth Mukherjee, cost Auditor of the

(i) Voted in favour of the Resolution:

Mode of voting	Number ofMembers voted	Number of votescost by them	% of totolnumber ofvolid votes
			cost
Remote e-voting	83	749796378
E-voting at AGM	t9	38043
Total	L02	t4983436L	99.999956%

(ii) Voted ogainst the Resolution:

Mode of voting	Number olMembers voted	Number of votescast by them	% ol totalnumber ofvalid votescost
Remote e-voting	2	66
E-voting at AGM	0	0
Total	2	66	o.oooo44%

(iii) lnvolid Votes:

Total number ofmembers whose voteswere declored invalid	Total number ofvotes cost by them
0	0

Company Secretaries 40, Weston Street, 3rd Floor, Kolkata - 700 013 @ (033) 2221-9381, Fax: (033) 2221-9381 Mobile :98300-55689 e-mail : aklabh@aklabh.com / aklabhcs@gmail.com Website : www.aklabh.com

0

Approval of the terms of remunerotion of Mr. Desh Deepak Khetropal (DIN: 02362633), Manoging Director & CEO

(i) Voted in favour of the Resolution:

Mode of voting	Number ofMembers voted	Number of votescost by them	% ol totolnumber ofvalid votes
			cost
Remote e-voting	67	10370L935
E-voting at AGM	19	38043
Total	86	103739978	69.9s2252%

(ii) Voted agoinst the Resolution:

Mode oJ voting	Number ofMembers voted	Number of votescost by them	% of totalnumber ofvolid votes
Remote e-voting	1,6	4456LL49	cast
E-voting at AGM	0	0
Total	16	4456LL49	30.047748%

(iii) lnvolid Votes:

Total number ofmembers whose voteswere declared involid	Totol number ofvotes cast by them
o	0

A. K. LABH FcS, ACMA (lCAl), MBA, M.Com., ACSI (Lond) DIM. DHBD, PGHDSM, DIRPM Practicing Company Secretary

A. K. LABH & Co.

Company Secretaries 40, Weston Street, Srd Floor, Kolkata - 700 013 @ (033) 2221-9381, Fax: (033) 2221-9381 Mobile :98300-55689 e-mail : aklabh@aklabh.com / aklabhcs@gmail.com Website : www.aktabh.com

• 1. All the resolutions proposed hereinabove, except Resolution No. 6,have been passed with requisite majority.
• 1. The electronic data and e-voting registers including other related papers / registers and records shall remain in my safe custody until the Chairman of the meeting considers, approves and signs the minutes in this regard and thereafter it will be handed over to the company Secretary as authorised by the Board of Directors for safe keeping.

Thanking You,

Yours truly For A. K. LABH & Co. Compuny Secretaries

(cs A. K. LABr{) Pructicing Company Secreta ry FCS - 4848 ICP No. - 3238 UDIN : F004848B00054087s

ItYz""*;-- M

Place: Kolkata Dated: 31.07.2020

l

FCS, ACMA (lCAl), MBA, M.Com., ACS| (Lond) DIM, DHRD, PGHDSM, DIRPM P racti ci ng Comp any Secretaty

A. K. LABH& Co. Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 019 @ (033) 2221-9381, Fax: (033) 2221-gs}1 Mobile :98300-55689 e-mail : aklabh @ aklabh.com / aklabhcs @ gmail.com Website : www.aklabh.com

Witness:

1. t b*4--- t- (RachanatAganual)

16212, Benaras Road Salkia, Howrah - 711106

2 knan'

(Anttshree Dasogupta) 284{, Dwijen Mukherjee Road, Behala Kolkata 700060

ived For Orient

NIDHI BISARIA Digitally signed by NIDHI BISARIA Date: 2020.08.01 09:24:01 +05'30'

(Nidhi Bisaria) Company Secretary FCS:5634