REC LIMITED — AGM Information 2019

Aug 29, 2019

Heea fates | REC Limited A

REC (aIRa SRO2'gera)/(AGovernmentofIndiaEnterprise) ; Regd. Office: Core-4, SCOPE Complex, 7, Lodhi Road, New Delhi 710 003 aon sifag So, TA AMET Tel: +91-11-4309 1500 | Fax: +91-11-2436 0644 Website: www.recindia.com OF Fat STOTT Enaless energy. Infiniie possibiliss. Cin ; L40104DL1969GO1005095 | GST No. O7AAACR4512R1Z3

SEC-1/187(2)/2019/

Dated: August 29, 2019

ListingDepartment,NationalStockExchangeofIndiaLimited,ExchangePlaza,BandraKurlaComplex,Bandra(East),Mumbai—400051	CorporateRelationshipDepartment,BSELimitedI*Floor,PhirozeJeejecbhoyTowersDalalStreet,Fort,Mumb—400001ai
ScripCode--RECLTD	ScripCode-532955

Sub: Proceedings of 50 Annual General Meeting of REC Limited held on August 29, 2019.

DearSir(s),

The 50" Annual General Meeting ofREC Limited (REC) washeld on August 29, 2019.

As per requirement of Regulation 30 read with Schedule Ill of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the proceedings of 50" AGM of REC are enclosed herewith at Annexure I.

You are requested to take the sameon record.

Thanking you,

Yoursfaithfully,

. Amitabh) Executive Director & y Secretary

Encl.: as above

RegionalOffices	:	Bangalore,Bhopal,Bhubaneswar,Chennai,Guwahati,Hyderabad,Imphal,Jaipur,Jammu,Kolkata,
		Lucknow,Mumbai,Panchkula,Patna,Raipur,Ranchi,Thiruvananthapura&Vijayawadam
StateOffices	:	Dehradun,Itanagar,Shillong,Shimla,Vadodara&Varanasi
TrainingCentre	:	RECInstituteofPowerManagement&Training(RECIPMT),Hyderabad

PROCEEDINGSOF THE 50™ ANNUAL GENERAL MEETING OF REC LIMITED (FORMERLY RURAL ELECTRIFICATION CORPORATION LIMITED) HELD ON THURSDAY, AUGUST29, 2019._

The 50" Annual General Meeting (AGM) of REC Limited (REC) was held on Thursday, the 29" day of August, 2019 at 11.00 A.M. at Manekshaw Centre, Parade Road, Delhi Cantonment, New Delhi - 110010, India.

In terms of Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the proceedings of 50" AGM of REC were as under:-

• I. At the outset, Company Secretary extended a warm welcometo the shareholders at the 50" AGM of the Company and confirmed that requisite quorum was present for the Meeting. Company Secretary also welcomed the Chairman of the Meeting, Chairman of the Audit Committee & Stakeholders Relationship Committee and Directors of the Company.
• II. Shri Ajeet Kumar Agarwal, Chairman & Managing Director and Director (Finance), RECtook the Chair. The requisite quorum being present, the Chairman then called the Meeting to order & welcomedall the shareholders and others present in the Meeting. Thereafter, the Chairman addressed the shareholders.
• Ill. Thereafter, as requested by the Chairman, Company Secretary read out the observations/comments in the Statutory Auditors' Report & Secretarial Auditors' Report and drew the attention of the members to the Management's Reply thereto, as mentioned in the Board's Report forming part of the Annual Report for the financial year 2018-19.
• IV. CompanySecretary further stated that in compliance with the provisions of Section 108 of Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided remote e-voting facility to the shareholders of the Company to enable them to cast their votes electronically on the items mentioned in the Notice from Monday, August 26, 2019 (1000 hours) to Wednesday, August 28, 2019 (1700 hours). Further, it was informed that the Company had fixed Thursday, August 22, 2019 as the Cut-off date for determining the eligibility to vote by electronic means or through ballot process (Insta Poll) in the AGM.
• V. Company Secretary informed that the Company has appointed Dr. S. Chandrasekaran, Senior Partner of Chandrasekaran Associates, Company Secretaries, New Delhi as the Scrutinizer to scrutinize the votes cast by the shareholders through remote e-voting and ballot process (Insta Poif) at the AGM venue. Hefurther informed that the Company had made arrangements for tablet-voting (/nsta Poll) at the AGM venue to enable those shareholders, who could not exercise their right to vote through remote e-voting, to cast their vote in respect of business mentioned in the Notice of the 50° AGM of the Company. He also informed that those shareholders who had cast their vote through

remote e-voting can attend the Meeting but shall not be allowed to vote again at the Meeting.

Vi. Thereafter, Company Secretary read the items of the Ordinary and Special Business to be transacted at the 50° AGM as detailed below and explained the procedure for casting vote on the resolutions mentioned below through tablet voting (U/nsta Poll):-

ItemNo	Particulars	TypeofResolution
ORDINARYBUSINESS
1	Toreceive,consider,approveandadopttheauditedstandalone&consolidatedfinancialstatementsoftheCompanyforthefinancialyearendedMarch31,2019alongwiththeReportsoftheBoardofDirectorsandAuditorsthereon	Ordinary
2	ToconfirmthepaymentofInterimDividendforthefinancialyear2018-19	Ordinary
3	ToappointaDirectorinplaceofShriAjeetKumarAgarwal)(DIN:02231613),whoretiresbyrotationandbeingeligible,offershimselfforre-appointment	Ordinary
4	TofixtheremunerationofStatutoryAuditorsforthefinancialyear2019-20	Ordinary
SPECIALBUSINESS
5	ToaccordapprovalforPrivatePlacementofsecurities	Special
6	ToaccordapprovalforRelatedPartyTransactionsproposedtobeenteredintobytheCompany	Ordinary

• VIL. Thereafter the objectives and implications of each of the above resolutions were explained to the shareholders and the resolutions were put to vote through tablet voting (insta Poll). Meanwhile, the Chairman interacted with the shareholders and respondedto the queries /comments of the shareholders on the items of business.
• VITl. The Company Secretary stated that the results of voting on each resolution shall be determined by aggregating votes cast through remote e-voting and tablet voting (Jnsta Poll). He further stated that the results of voting will be announced and uploaded on the website of the Company (www.recindia.com) and on NSDL website (www.evoting.nsdl.com) and will also be submitted to the Stock Exchanges within the prescribed time. Further, it was informed that the above resolutions will be deemed to be passed on the date of AGM, ie. August, 29, 2019, subject to receipt of the requisite numberofvotes in favourofthe Resolutions.
• IX. After the tablet voting (Jnsta Poll) was completed, the Chairman formally announced the closure of business of 50" AGM of the Company. There being no other business to transact, the meeting ended at 11:50 A.M.with a vote of thanks to the chair proposed by Shri J. S$. Amitabh, Executive Director & CompanySecretary.

KRREREKRERERRER