PNC Infratech Limited — AGM Information 2021

Sep 29, 2021

PNC lnfratech Limited

An ISO 9001 " 2A15 Certified Company

Ref No: PNCISEI 49 l2l-22

Date:29.09.2021

To, The Manager The Department of Corporate Services BSE Limited Floor 25, P.J. Towers, Dalal Street, Mumbai-400 001 Scrip code:539150

To, The Manager The Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai-40O 051 Scrip code: PNCINFRA

Dear Sir,

Sub: Proceedinqs of 22nd (Twentv-Second) Annual General Meeting

We hereby inform that the 22"d (Twenfy-second) Annual General Meeting (AGM) of the Company has been duly convened and held on Wednesday, September 29, 2021 at I l:00 A.M. through Video Conferencing ("VC")/other Audio-Visual Means ("OAVM") for which the deemed venue of the meeting shall be the registered office of the Company i.e. NBCC Plaza, Tower II, 4th Floor, Pushp Vihar, Sector 5, New Delhi- 110017.

In this regard, please find enclosed the summary of proceedings of the 22"d AGM of the Company held on September 29r2021, pursuant to Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations,20l5.

The same is for information and records.

Thanking you,

ICSI M. No.: A22603

Encl: as above

Corporate Office : PNC Tower, 3122-D, CivilLines, Bypass Road, Nl1-2, Agra-282002

Regd. Office: NBCC Plaza, Tower ll, 4th Floor, Pushp Vihar, Sector-V Saket New Delhi-1'1 0017 (lndia)

Tel. : 91-562-4054400 (30 Lines) 91-562-4070000 (30 Lines)

Tel. : 91 -11 -29574800 (1 0 Lines) 9'1 -1't -2956651 1 , 64724122

Fax : 91-562-4070011 Email : ho@pncinfratech.com

Fax'. +91-11-29563844 Email : delhioffice@pncinfratech.com Web. : www.pncinfratech.com CIN :145201D11999P1C195937

List orthe ***!ivii?f"ff:i?:,.y,:;:Y'i:;;::'i;;x;,7;;:;t,yeeting (AGM) or

In compliance with the applicable provisions of the Companies Act, 2013, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), SEBI (Listing Obligations and Disclosure Requirements) ("SEBI Listing Regulations") and pursuant to the Regulation 30 read with Para A of Schedule III of SEBI Listing Regulations, it is hereby informed that the 22nd (Twenty-Second) Annual General Meeting (AGM) of the Company has been duly convened and held on Wednesday, September 29, 2021 at 11:00 A.M (IST) through Video Conferencing (VC)/Other Audio Visual Means (OA\44).

The Company Secretary welcomed the Members to the 22"d Anntal General Meeting. The requisite quorum being present, the Chairman of the meeting called the meeting to order. He introduced the Chairman, Directors, Chief Financial Officer, Attendee, Statutory Auditor and Secretarial Auditor and Chairman of the mandatory Committees of the Company. All the Directors of the Company have attended the meeting.

The Company Secretary informed that the documents which are statutorily required to be kept open were available electronically for inspection by the members during the AGM. Further, the Annual Report, the notice of the AGM along with its Addendum, the Audited Financial Statements (including consolidated financial statement) for the year ended March 37,2027 and Board's and Auditor's Reports were taken as read as the same were already circulated to the members. He further informed that there were no qualifications, reservation or adverse remark in the Auditors' Report on the Financial Statements and the report of Secretarial Auditor of the Company.

Since the meeting was conducted through virtual means, the option of appointing proxy was not allowed as per the Circular of the Ministry of Corporate Affairs. Only the Shareholders could attend the meeting. However, authorized representatives of Corporate Shareholders who have submitted the authorization resolution could attend and vote at the meeting.

The Company Secretary thereafter requested to Mr. Pradeep Kumar Jain, Chairman and Managing Director of the Company for addressing shareholders of the meeting. The Chairman then delivered his speech and gave an overview of business performance; financials performance for the year ended 2021 and expressed his outlook about business in the time of crisis. He ended up his speech by expressing his gratitude to the members, the board, the auditors, and the management team. The Chairman then requested Company Secretary to initiate the transactions as per the Notice of AGM of the Company.

The following items of business, as_per the Notice of AGM dated llth August, 2021 readwith Addendum to the Notice dated 24rt' September, 2021 were transacted at the meeting by the Company Secretary of the Company:

1	Detail of the Agenda	Receive, consider and adopt: a) the audited Standalone Financial Statements of the Company for the financial year ended March 31,2021, along with the report of the Board of Directors and Auditors thereon. b) the audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, alongwith the report of the Auditors thereon.
	Resolution Required	Ordinary Resolution
	Mode of voting:	Remote E-Votine and E-Votins during the AGM.
2.	Detail of the Agenda:	To declare dividend on equity shares for the financial yeapl ended March 31,2021. !l i,i.

Mode of voting: Detail of the Agenda:	Remote E-Votine and E-Voting during the AGM.
	To appoint a Director in place of Mr. Chakresh Kumar Jain, Managing Director, (DN: 00086768), who retires by rotation and being eligible, offers himself for re-appointment.
Resolution Required:	Ordinary Resolution
Mode of votins:	Remote E-Voting and E-Voting durins the AGM.
Detail of the Agenda:	To appoint a Director in place of Mr. Talluri Raghupati Rao, Whole Time Director, (DIN: 01207205) who retires by rotation and being eligible, offers himself for re-appointment.
Resolution Required:	Ordinary Resolution
Mode of votine:	Remote E-Voting and E-Voting during the AGM.
Detail of the Agenda	To consider and approve the Appointment of IWs. NSBP & Company, Chartered Accountants as the Statutory Auditors of the Company.
Resolution Required	Ordinary Resolution
Mode of voting:	Remote E-Votine and E-Votins durins the AGM.
Special Business
Detail of the Agenda	Ratification of remuneration payable to lWS. R K G & Associates, Cost Auditors of the company
Resolution Required	Ordinary Resolution
Mode of votins:	Remote E-Voting and E-Voting during the AGM.
Detail of the Agenda	Reappointment of Mr. Pradeep Kumar Jain, Chairman & Managing Director (DIN: 00086653)
Resolution Required	Special Resolution
Mode of votins:	Remote E-Voting and E-Voting during the AGM.
Detail of the Agenda:	Reappointment of Mr. Chakresh Kumar Jain, Managing Director (DIN: 00086768)
Resolution Required:	Special Resolution
Mode of voting:	Remote E-Voting and E-Voting durins the AGM.
Detail of the Agenda:	Reappointment of Mr. Yogesh Kumar Jain, Managing Director (DIN:00086811)
Resolution Required:
Mode of voting:	ffi :*::r#dE-votingduringtheAGM.,6,
	E\

10.	Detail of the Agenda:	Reappointment of Mr. Anil Kumar Rao, Whole Time Director (DN:01224525)
	Resolution Required:	Special Resolution
	Mode of votinq:	Remote E-Voting and E-Votins durins the AGM.
11.	Detail of the Agenda	Regularization of Mr. Subhash Chander Kalia, Independent Director (DIN:00075644)
	Resolution Required	Special Resolution
	Mode of votins:	Remote E-Votine and E-Voting during the AGM.
12.	Detail of the Agenda	Approval for Increase in Remuneration of Mr. Harshvardhan Jain for holding an Office or Place of Profit in the Company
	Resolution Required	Ordinary Resolution
	Mode of votins:	Remote E-Votine and E-Voting durins the AGM.

The Company Secretary thereafter 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 provided 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 had commenced at 9.00 a.m. on Sunday, 26 September,202l and ended at 5.00 p.m. on Tuesday, 28 September, 2021. He further informed members that the facility for voting through e-voting system was made available during the meeting for the members who had not cast their vote prior to the meeting and will close after 15 minutes from the conclusion of the AGM.

Further, the Company Secretary invited registered Speaker and Members to express their own views, give suggestions and make enquiries on the operations and financial performance of the company and any other related matters. Two members out of six registered as speakers addressed the Meeting through VC / OAVM and gave their good wishes to the Company.

The Company Secretary further informed that Mr. Deepak Gupta, Partner of DR Associates, Practicing Company Secretary, (FCS No. 5339, CP No. 4629) had been appointed as Scrutinizer for the meeting. He also informed that the combined results of the remote e-voting and e-voting during the AGM will be announced and displayed on the website of the Company and will also be submitted to the Stock Exchanges within two working days of conclusion of the meeting.

The Chairman authorized the Company Secretary to declare the voting results, intimate the stock Exchanges and place the same on the website of the Company.

The Company Secretary then thanked the members for their continued support and for attending and participating in the meeting and declared the meeting as concluded at 1l:45 A.M.

Based on the Scrutinizer's Report dated September 29,2021 on the combined voting results of the remote e-voting and voting through electronic means conducted at the AGM, all the resolutions were passed by the Members with requisite majority.

Thanking you, For PNC Infratech Li

ICSI M. No.: A22603 {r+a1-/ Tapaln Jain Comfany Secretary &