SEPC LIMITED — AGM Information 2019

Oct 17, 2019

The National Stock Exchange oflndia Ltd, BSE Limited Exchange Plaza, 51h Floor l4'" Floor, PJ. Towers Bandra-Kurla Complex Dalal Street MUMBAI-400 051 MUMBAI—400 00l

NSE Symbol SHRIRAMEPC Scrip Code : 53245

Date: October I4, 2019

Dear Sirs,

Sub : Submission of Minutes of 19'h Animal General Meeting held on l8—09-2019

In compliance with Regulation 30 of the Securities and Exchange Board of india (LODR) Regulations, 2015 we hereby submit the copy of the Minutes of the l9lh Animal General Meeting held on l8"' September 2019.

Kindly take the same on record and confirm.

Thanking you,

Yours faithfully For Shriram EPC Limited

RESH

Vice President & Company Secretary.

Encl.: a.a.

Shrlram EPC Limited

1st Floor, 'Rajah Annamalai Building', No.18/3, Rukmani Lakshmipalhi Road Egmore, Chennai - 600 008. India. Ph:+9144 4900 5555, Fax: +91 44 4900 5599 (4269 2155 Regd. Office : 4th Floor, 'SigapiAchi Building', No.18/3, Rukmani Lakshmipalhi Road Egmore, Chennai - 600 008. F'h : +91 44 4901 5678 Fax : +91 44 4901 5655 I E-mail : info@shriramepc.com. website : www.5hriramepc.com CIN : L74210TN2000F'LCO45167

SHRIRAM	EPC LIMITED

Regd office: 'Sigappi Achi Building', 4m Floor, No.18/3, Rukmini Lakshmipathi Road, Egmore, Chennai— 600 008. CIN: L74210TN2000PLC045167

MINUTES OF THE NINETEENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF SHRIRAM EPC LIMITED HELD AT 10.00 A.M ON WEDNESDAY, THE 18TH SEPTEMBER 2019 AT KAMAKOTI HALL, SRI KRISHNA GANA SABHA, 20, MAHARAJAPURAM SANTHANAM ROAD, T. NAGAR, CHENNAI — 600 017.

Meeting commenced at 10.00 am. and concluded at 12.15 pm.

PRESENT

Mr. P D Karandikar - Mr. T Shivaraman - Mr. M Amjat Shariff - Mr. R Sundararajan - Mr. S Bapu - Mrs. Chandra Ramesh - Mr. K S Sripathi -

Chairman

Managing Director & CEO

• Joint Managing Director
• Director
• Director
• Director

Director

Secretary

IN ATTENDANCE

Mr.R.S.Chandrasekharan » . Chief Financial Officer Mr.K.Suresh -

Vice President & Company

Accounts

Mr. S Sivakumar Vice President -

PRESENT BY INVITATION

Mrs. Geetha Jeyakumar	-Auditors)		Partner, MSKA & Associates (Statutory
Mr. RajiblochanSarangi	-	Practising(Scrutiniser for the Meeting)	Compahy	Secretary

No of Members who registered their attendance: 1080 No of Registered Proxies who attended : 1

Mr. P D Karandikar, Chairman took the Chair.

The Chairman declared that necessary quorum was present and called the meeting to order.

1. The Chairman welcomed the members to the 19'h Annual General Meeting of the Company.

The Chairman introduced the other Directors, Senior Executives of the Company present on the dais to the members.

19lh ANNUAL GENERAL MEETING- 18TH September, 2019

i

MINUTES BOOK

Regd office: 'Slgappi Achi Building', 4'h Floor, No.18/3, Rukmlnl Lakshmipathl Road, Egmore, Chennai- 600 008. CIN: L74210TN2000PLC045167

2.,The Chairman informed the members that Mrs. Geetha Jeyakumar, Partner, representing the Statutory Auditors,- MSKA & Associates and Mr. Rajibiochan Sarangi appointed as Scrutiniser for the AGM were also present in the meeting.

1. The Chairman announced that 1 proxy for 200 equity shares was received and recorded.

2. The Chairman then announced that the Register of Directors, Key Managerial Personnel and Directors' Shareholdings maintained under Section 170 of the Companies Act, 2013 (Act) and the Register of Contracts or Arrangements in which the Directors are interested maintained under Section 189 of the Act were available and would remain accessible to the members for inspection at any time during the meeting.

3. With the permission of members present, the Notice convening the Nineteenth Annual General Meeting of the Company as circulated among members was taken as read.

4. Based on the permission given by the Chairman, the Company Secretary informed the members that pursuant to the provision of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Company had provided the members the facility to cast their vote electronically (remote evoting) on Central Depository Services (lndia) Ltd. (CDSL) remote e-voting platform for transacting the Business contained in the Notice dated 06th August, 2019 sent to all the shareholders of the Company. He further informed the members that the e-voting period commenced on Sunday, 15m September, 2019 at 09.00 am. (IST) and ended on Tuesday, 17th September, 2019 at 5.00 pm. (lST). The members, whose names were recorded in the register of members as on the cutoff date i.e. 11"1 September availed the facility of remote e—voting.

The Board of Directors had appointed Mr. Rajibiochan Sarangi, Practicing Company Secretaries, as the Scrutinizer for conducting the voting process, both through remote e-voting and the physical voting at the annual general meeting, in a fair and transparent manner.

The Company Secretary further informed that the members as on the cut-off date who did not cast their vote electronically might cast their vote at the venue of the Annual General Meeting and that Ballot forms were made available for the purpose of voting. He also stated that a member could opt for only one mode of voting i.e. either through remote e-voting or voting at the Annual General Meeting and that if a member who had already cast votes through remote e-voting facility would not be allowed to vote at the meeting. If they voted at the meeting, the votes cast would be treated as invalid.

19'h ANNUAL GENERAL MEETING- 18TH September, 2019

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CHAIRMAN'S INITIALS

Regd office: 'Slgappi Achi Building', 4th Floor, No.18/3, Rukmini Lakshmipathi Road, Egmore, Chennai- 600 008. CIN: L74210TN2000PLC045167

The Company Secretary further announced that the voting facility was made available throughout the meeting for the benefit of the members to cast their vote as they might deem proper.

The Company Secretary further stated that the Scrutinizer after the completion of polling process at the Annual General Meeting would give a consolidated Report within 48 hours of the conclusion of the meeting. The consolidated results of the remote e-voting and the physical voting at the venue of AGM together with the Report of the Scrutiniser would be placed in the Company's website at www.5hriramepc.com and also on the website of CDSL within 48 hours of conclusion of the meeting and would also be communicated to the stock exchange(s).

Further, Mr. R S Chandrasekaran, Chief Financial Officer of the Company read the observations made by the Statutory Auditor and the management comments to the same.

1. The Chairman then invited the members to seek any clarifications on the Financial Statements and Operations of the Company. There was one shareholder, who requested the management to provide the growth path of the Company and also informed from the subsequent years to make a presentation on the performance of the Company . The Managing Director clarified the query of the shareholder.

Later, shareholders who had not earlier voted through e-voting process were provided time to cast their votes on resolutions through poll.

1. The Chairman then announced that the resolutions to'be voted at the meeting were as follows:

item nos. 1 to 3 set out as ordinary businesses in the notice of the meeting were as under:

Resolut	Resolutionsv
ion no.
1	Adoption of DirectorsReport and Standalone and ConsolidatedAudited Financial Statementalong withAuditors Reportthereonforthe yearended 31St March 2019
2	Reappointment of Mr. RSundararajan as a Director
3	Reappointment of Mr.M AmjatShariff as Director

19"1 ANNUAL GENERAL MEETING- 18TH September, 2019

MINUTES BOOK

INITiALS

Regd office: 'Sigappl Achl Building', 4th Floor, No.18/3, Rukmini Lakshmipathl Road, Egmore, Chennai— 600 008. CIN: L74210TN2000PLC045167

Item no. 4 to 6 by way of Ordinary resolutions set out as special business in the Notice of the Meeting, were as under:

4	Appointment ofMr. K S Sripathias Director.
5'	Toratify the remunerationpayable to Mr.G Sundaresan, CMACost Auditor oftheCompany forthe yearended 31$t March
6	2020Omnibus approvalfor RelatedParty Transactions forthe year2019-20

The Chairman thereafter ordered a poll for all the ordinary and special businesses as set out in items 1 to 6 of the notice of the 19th Annual General Meeting and requested Mr. Rajibiochan Sarangi, the Scrutinizer, for an orderly conduct ofthe voting. The Chairman suggested that Members who did not cast the vote through remote e-voting and have not yet cast their votes at this meeting till then may cast their votes before leaving the venue. He added that the Voting would close in the next 15 minutes.

At the request of the Chairman the ballot box with the votes casted was shown to the members present and the ballot box was locked in the presence of the Scrutiniser.

Themeeting concluded at 12.15 pm. with the vote of thanks.

Based on the report of the scrutini'zers all resolutions as set out in the notice under serial numbers from 1 to 6 have been duly approved by the requisite majority of the members as per the details mentioned below:

ORDINARY BUSINESS:

1. V To receive, consider and adopt the Directors Report and Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31" March, 2019 and the reports of Auditors thereon; (Ordinary Resolution!

"RESOLVED THAT the I Standalone and Consolidated Audited Financial Statements of the Company for the year ended 31't March, 2019 along with the Reports of the Board of directors and the Auditors, as circulated to the Members and laid before the Meeting, be and are hereby approved and adopted."

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19"I ANNUAL GENERAL MEETING- l8TH September, 2019

CHAIRMAN'S INITIALS

Regd office: 'Sigappi Achi Bullding', 4"' Floor, No.18/3, Rukmini Lakshmlpathl Road, Egmore, Chennai— 600 008.

CIN: L74210TN2000PLC045167

MINUTES BOOK

Voting Result:

No ofvote			% of Vote
voted in	No of	No of	in favour	No. of	% ofVotes	No. Of
Remote E-	Votes	Votes	on votes	Votes	against on	Invalid
Voting	Polled	-in Favour	polled	—	against votes polled	votes
279413481	261	279413742	99.96	118313	0.06	NIL

As the number of votes cast in favour of the resolution was more than the number of votes cast against, the ordinary resolution with regard to Item No.1 as set out in the Notice of AGM is passed with requisite majority.

1. Re-appointment of Mr. R Sundararajan (DIN 00498404) as Director who retires by rotation (Ordinary Resolution)

RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force) read with Schedule iv to the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. R. Sundararajan (DIN 00498404), Director of the Company, who retires by rotation at this 19th Annual General Meeting of the Company be and is hereby appointed as a Director of the Company liable to retire by rotation to hold office for five consecutive years from the date of this 19th Annual General Meeting (2019) till the date of 24th Annual General Meeting (2024) of the Company, both days inclusive".

Voting Result:

No ofvotes					% of Vote.
voted in	No of	No of	% ofVotes	No. of	against on	No. Of
Remote E-	Votes	Votes	in favour 0	Votes	votes	Invalid
Voting	Polled	-in Favour	votes polled	-agains	polled	votes
279392659
	261	279392920	99.92	219265	0.08	ML

19"1 ANNUAL GENERAL MEETING- 18TH September, 2019

INITIALS

Regd office: 'Sigappi Achi Building', 4"1 Floor, No.18/3, Rukmini Lakshmipathi Road, Egmore, Chennai- 600 008. CIN: L74210TN2000PLC045167

As the number of votes cast in favour of the resolution was more than the number of votes cast against, the ordinary resolution with regard to Item No.2 as set out in the Notice of AGM is passed with requisite majority.

1. Re-Appointment of Mr. Amjat Shariff (DIN: 00009562), as DIrectoriOrdinary Resolution)

"RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Amjat Shariff (DIN: 00009562), who retires by rotation at this meeting and being eligible has offered himself for reappointment"

Voting Result:

No of votes			-
voted in	No of	No of	% of Votes	No. of	% of Votes,	No. Of
Remote E-	Votes	Votes	in favour 0	Votes	against on	Invalid
Voting	Pollec	-in Favour	votes polle	against—	votes polled	votes
279611819					Negligible
	261	279612080	100.00	105		NIL

As the number of votes cast In favour of the resolution was more than the number of votes cast against, the ordinary resolution with regard to Item No.3 as set out in the Notice of AGM is passed with requisite majority.

SPECIAL BUSINESS:

1. Appointment of- Mr. K S Sripathi (DIN: 00938694), as a Director Ordine Resolution

"RESOLVED THAT pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Articles Of Association of the company, Mr. K S Sripathi (DIN: 00938694), who was appointed as an Additional Director at the meeting of the Board of Directors of the Company held on 11'"September, 2018 and who holds office up to the date of ensuing Annual General Meeting of the Company and in respect of whom a notice has been received from the member in writing, under section 160 of the Companies Act, 2013 along with requisite deposit proposing his candidature for the office of director be and is hereby appointed as the Director of the Company."

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19"" ANNUAL GENERAL MEETING» 18" September, 2019

CHAIRMAN'S INITIALS

SHRIRAM EPC LIMITED , Regd office: 'Sigappi Achi Building', 4m Floor, No.18/3, Rukmini Lakshmipathi Road, Egmore, Chennai- 600 008. CIN: L74210TN2000PLC045167

"RESOLVED FURTHER THAT any of the directors of the company be and are hereby authorized to do all such acts, deeds and things as may be required for the above resolution."

l'RESOLVED FURTHER THAT Mr. K S Sripathi (DIN: 02388109), additional Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for 5 consecutive years for a term up to the conclusion of the 24th Annual General Meeting of the Company.

	Voting Result:

No of votesvoted in					% ofVotes	No. Of
Remote E-			% ofVotes	No. of	against	Invalid
Voting	No of	No of	in favour	Votes	on	votes
	Votes	Votes	on votes	-	votes
		Pollec —in Favour	polled	against	polled
279441332					0.06
	261	279441593	99.94	170592		NIL

As the number of votes cast in favour of the resolution was more than the number of votes cast against, the ordinary resolution with regard to Item No.4 as set out in the Notice of AGM is passed with requisite majority.

1. Ratification of Remuneration to Mr. G Sundaresan, Cost Accountant (Membership No: 11733) for the year ended 31" March 2020 (Ordinary Resolution)

RESOLVED THAT pursuant to Section 148(3) and all other applicable provision of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or reenactment thereof, for the time being in force), the remuneration of Rs.50000/— (Rupees fifty thousand only) (exclusive of taxes as may be applicable) and payment of such out of pocket expenses approved by the Board of Directors to be paid to Mr. G Sundaresan, Cost Accountant (Membership No: 11733), for conduct of the audit of the cost accounting records of the Company for the financial year ending 315t March, 2020 be and is hereby ratified and confirmed.

19lh ANNUAL GEN ERAL MEETING— 18Thl September, 2019

INITIALS

SHRIRAM EPC LIMITED Regd office: 'Sigappl Achl Buildlng', 4th Floor, No.18/3, Rukmlnl Lakshmipathi Road, Egm'ore, Chennai- 600 008. CIN: L74210TN2000PLC045167

Voting Result:

No ofvotesvoted inRemote E-Voting	No ofVotesPolled	No ofVotes-in Favour	% ofVotesin favouon votespolled	No. ofVotes-agains	% ofVotesagainston votespolled	No.ofInvalidvotes
279611819	261	279612080	100	105	Negligible	NIL

As the number of votes cast in favour of the resolution was more than the number of votes cast against, the ordinary resolution with regard to item No.5 as set out in the Notice of AGM is passed with requisite majority.

6. Omnibus approval for Related Party Transaction (Ordinary Resolution).

RESOLVED THAT pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 ("ACT") and other applicable provisions if any, read with Rule 15 under Companies (Meetings of Board and its Powers) Rules, 2014 as amended till date, Regulation 23(4) of Securities and Exchange Board of IndiaiListing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations" ) and Company policy on Related Party Transactions, approval of shareholders be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/arrangement(s)/ transaction(s) with the following related parties within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, on such terms and conditions as the Board of Directors may deem fit, upto a maximum aggregate value as mentioned against each party for the financial year 2019-20, provided that the said contract(s)/arrangement(s)/ transaction(s) so carried out shall be at arm's length basis and in the ordinary course of business ofthe Company:

SINo	Name of the Related party	Relationship	Maximum Valueof Transactionsper annum (Rs.in crores)
1	Orient Green PowerCompany LimitedCompany	whichoverCompanyManagementKeyexercisePersonnelsignificant influence	2.00

INITIALS

19"' ANNUAL GENERAL MEETING- 18TH September, 2019

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Regd office: 'Sigappl Achi Building', 4'h Floor, No.18/3, Rukmini Lakshmipathi Road, Egmore, Chennai- 600 008. CIN: L74210TN2000PLC045167

MINUTES BOOK

2-	Bharat'Wind Farm Ltd	Company over whichKey ManagementPersonnel exercisesignificant influence	0.05
3	'ShriramSEPLComposites(Pvt) Limited	Subsidiary oftheentities exercisingsignificant influenceover the Company	5.00
4	Leitwind ShriramManufacturing P Ltd	Enterprises under thecontrol ofthejointEntities exercisesignificant influenceover the Company	10.00
5.	Shriram EPC FZE Sharjah	100% Subsidiary	70.00

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to delegate all or any of the powers conferred on it by or under this resolution to any Committee of Directors of the Company and to do all acts and take such steps as may be considered necessary or expedient to give effect to the aforesaid resolution."

Voting Result:

No of votesvoted in			% of Votes		% ofVotes	No. Of
Remote E-	No of	No of	in favour	No. of	against	invalid
Voting	Votes	Votes	on votes	Votes	on votes	votes
	Poiled	-in Favour	polled	-agains	polled
192512	261	192773	87.17	28056	12.70	NIL

As the number of votes cast in favour of the resolution was three times more than the number of votes cast against, the ordinary resolution with regard to Item No.6 as set out in the Notice of AGM is passed in favour of the resolution with requisite majority.

19lh ANNUAL GENERAL MEETING- 18TH September; 2019

Regd office: 'Slgappi Achi Building', 4m Floor, No.18/3, Rukmini Lakshmipath'i Road, Egn'im'e, Chennai 600 "09.. CIN: L74210TN2000PLC045167

VOTE OF THANKS

There being no other business to transact, the Meeting closed with a vote of thanks to the Chair.

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Entered on : 19.09.2019 CHAIRMAN Place :Chennai Signed on: U3~\0-$0P.

CHAIRMAN'S INITIALS

19lh ANNUAL GENERAL MEETING— 18TH September, 2019

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