SEPC LIMITED — AGM Information 2020

Nov 6, 2020

The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor Bandra-Kurla Complex MUMBAI-400 051

BSE Limited 14th Floor, P.J. Towers Dalal Street MUMBAI-400 001

NSE Symbol SHRIRAMEPC Scrip Code : 532945

05th November 2020

Dear Sir,

Sub: Minutes of Meeting of the 20th Annual General Meeting ('AGM') of Shriram EPC Limited ('Company')

Further to our Letter dated 23rd September, 2020 attaching therewith the Summary of Proceedings and Voting Results of the Annual General Meeting and out letter of 24th September, 2020 enclosing therewith the Scrutinizer's Report.

Now we are submitting the Minutes of the Annual General Meeting for your information and records.

Thanking you,

Yours faithfully For Shriram EPC Limited

K. SURESH Vice President & Company Secretary. Encl.:a.a

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

MINUTES OF THE TWENTIETH ANNUAL GENERAL MEETING OF THE MEMBERS OF SHRIRAM EPC LIMITED HELD AT 10.00 A.M ON WEDNESDAY, THE 23RD SEPTEMBER 2020 THROUGH VIDEO CONFERENCING/ OTHER AUDIO VISUAL MEANS ("VC/OAVM") FACILITY

Meeting commenced at 10.00 a.m. and concluded at 10.32 a.m.

PRESENT

Mr. P D Karandikar Mr. T Shivaraman Mr. R Sundararajan Mr. S Bapu Mrs. Chandra Ramesh Mr. K S Sripathi Mr. K P Agarwal

• - Chairman
• - Managing Director & CEO
• Mr. M Amjat Shariff - Joint Managing Director
  • - Director
  • - Director
  • - Director
  • -
  • Director
  • - Nominee Director

IN ATTENDANCE

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

• Vice President & Company Secretary
• Vice President - Accounts

Mr. S Sivakumar

PRESENT BY INVITATION

Mrs.Geetha Jeyakumar	-	Partner, MSKA& Associates(StatutoryAuditors)
Mr. Rajiblochan Sarangi	-	Practising Company Secretary (Scrutiniserfor the Meeting)

No of Members who registered their attendance: 35

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 20th Annual General Meeting of the Company.

The Chairman introduced the other Directors, Senior Executives of the Company present at the Videoconference to the members.

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

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

1. The Chairman announced that as the AGM is being held through VC, facility for appointment of the proxy by the members was not made applicable and hence the proxy register for inspection is not available.

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 in the Website of the Company and were accessible to the members for inspection at any time.

3. With the permission of members present, the Notice convening the Twentieth 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 e-voting) on Central Depository Services (India) Ltd. (CDSL) remote e-voting platform for transacting the Business contained in the Notice dated 12th August, 2020 sent to all the shareholders of the Company. He further informed the members that the e-voting period commenced on on 19th September, 2020 and ends on 22nd September 2020. The members, whose names were recorded in the register of members as on the cutoff date i.e. 17 th September 2020 availed the facility of remote e-voting.

The Board of Directors had appointed Mr. Rajiblochan Sarangi, Practicing Company Secretaries, as the Scrutinizer for conducting the voting process, both through remote evoting 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.

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 voting during the meeting together with the Report of the Scrutiniser would be placed in the Company's website at www.shriramepc.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, the statutory auditors had made a qualified opinion and emphasis matter pertaining to the Accounts and management comments to the same were also provided in the Annual Report which was noted and taken as read

20th ANNUAL GENERAL MEETING- 23rd September, 2020

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

1. The Chairman then invited the members to seek any clarifications on the Financial Statements and Operations of the Company. There were two shareholders, who requested the management to provide an insight on the growth path of the Company and the steps being taken for the next couple of years for accelerating the growth of the Company. The Managing Director outlined the steps being taken by the Company , the business potential and growth prospects and also the steps taken by the Company due to pandemic.

2. 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:

Resoluti	Resolutions
on no.
1	ADOPTION OF ANNUAL ACCOUNTS FOR THE YEAR ENDEDMARCH 31 2020 TOGETHER WITH REPORT OF DIRECTORS' ANDAUDITORS' REPORT THEREON
2	RE-APPOINTMENT OF MR. S BAPUAS DIRECTOR
3	RE-APPOINTMENT OF MR. AMJAT SHARIFF, AS DIRECTOR

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 OF MR. PRABHAKAR KARANDIKAR, AS AN
	INDEPENDENT DIRECTOR FOR A SECOND TERM UPTO THE
	25th AGM OF THE COMPANY
5	APPOINTMENTOFMs.CHANDRARAMESH,ASAN
	INDEPENDENT DIRECTOR FOR A SECOND TERM UPTO THE
	25th AGM OF THE COMPANY
6	APPOINTMENT OF MR. G SUNDARESAN, CMA AS COST
	AUDITORS

The meeting concluded at 10.32 a.m. with the vote of thanks.

Based on the report of the scrutinizers 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. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the year ended 31 March, 2020 including audited Balance Sheet as at 31 March, 2020 and the Statement of Profit and Loss for the year ended on that date and Cash Flow Statement for the year ended on that date and the reports of the Board of Directors ("the Board") and Auditors thereon; (Ordinary Resolution)

RESOLVED THAT the Standalone and Consolidated Audited Financial Statements of the Company for the year ended 31 March, 2020 including audited Balance Sheet as at 31 March, 2020 and the Statement of Profit and Loss for the year ended on that date and Cash Flow Statement for the year ended on that date and the reports of the Board of Directors ("the Board") and Auditors thereon, as circulated to the Members and laid before the Meeting, be and are hereby approved and adopted."

Voting Result:

No of votes			% of Votes		% of Votes
voted in	No of	No of	in favour	No. of	against	No. Of
Remote E	Votes	Votes	on votes	Votes	on votes	Invalid
Voting	Polled	-in Favour	polled	against	polled	votes
403716486	403716486	403716200	99.99	286	0.01	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.

2. Re-appointment of Mr. S Bapu (DIN 02541697) as Director who retires by rotation (Ordinary Resolution)

RESOLVED THAT Mr. S Bapu (DIN: 02541697) retires by rotation and who is eligible for re-appointment be and is hereby re-appointed as a Director of the Company.

No of votes			% of Votes		% of Votes
voted in	No of	No of	in favour	No. of	against	No. Of
Remote E	Votes	Votes	on votes	Votes	on votes	Invalid
Voting	Polled	-in Favour	polled	against	polled	votes
403716486	403716486	403715900	99.99	586	0.01	NIL

Voting Result:

Regd office: 'Sigappi Achi Building', 4 th 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.

3. Re-Appointment of Mr. Amjat Shariff (DIN: 00009562), as Director(Ordinary Resolution)

RESOLVED THAT Mr. M Amjat Shariff (DIN No.00009562) retires by rotation and who is eligible for re-appointment be and is hereby re-appointed as a Director of the Company.

Voting Result:

No of votes			% of Votes		% of Votes
voted in	No of	No of	in favour	No. of	against	No. Of
Remote E	Votes	Votes	on votes	Votes	on votes	Invalid
Voting	Polled	-in Favour	polled	against	polled	votes
403716486	403716486	403715900	99.99	586	0.01	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:

4. Appointment of Mr. Prabhakar Karandikar (DIN: 02142050), as a Director (Ordinary Resolution)

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable and related provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. P D Karandikar (DIN: 02142050), Director of the Company, be and is hereby appointed as an Independent Director of the Company for the second term of 5 years, not liable to retire by rotation, to hold office from this Annual General Meeting till the conclusion of the Twenty fifth AGM for whom the Company has received a notice in writing from a member proposing his candidature as a Director.

Voting Result:

No of votes			% of Votes		% of Votes
voted in	No of	No of	in favour	No. of	against	No. Of
Remote E	Votes	Votes	on votes	Votes	on votes	Invalid
Voting	Polled	-in Favour	polled	against	polled	votes
403716486	403716486	403715900	99.99	586	0.01	NIL

20th ANNUAL GENERAL MEETING- 23rd September, 2020

Regd office: 'Sigappi Achi Building', 4 th 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.4 as set out in the Notice of AGM is passed with requisite majority.

5. Appointment of Ms. Chandra Ramesh (DIN: 00938694), as a Director (Ordinary Resolution)

RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable and related provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, Ms. Chandra Ramesh (DIN: 00938694) Director of the Company, be and is hereby appointed as an Independent Director of the Company for the second term of 5 years, not liable to retire by rotation, to hold office from this Annual General Meeting till the conclusion of the Twenty fifth AGM for whom the Company has received a notice in writing from a member proposing his candidature as a Director.

Voting Result:

No of votes			% of Votes		% of Votes
voted in	No of	No of	in favour	No. of	against	No. Of
Remote E	Votes	Votes	on votes	Votes	on votes	Invalid
Voting	Polled	-in Favour	polled	against	polled	votes
403716486	403716486	403715900	99.99	586	0.01	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. Ratification of Remuneration to Mr. G Sundaresan, Cost Accountant (Membership No: 11733) for the year ended 31st March 2020 (Ordinary Resolution)

RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, Mr. G Sundaresan, CMA be appointed as Cost Auditors of the Company till the conclusion of the next Annual General Meeting (AGM) at Rs.50000/- p.a. plus service tax, out-of-pocket, travelling and living expenses, etc.

No of votes			% of Votes		% of Votes
voted in	No of	No of	in favour	No. of	against	No. Of
Remote E	Votes	Votes	on votes	Votes	on votes	Invalid
Voting	Polled	-in Favour	polled	against	polled	votes
403716486	403716486	403715900	99.99	586	0.01	NIL

Voting Result:

SHRIRAM EPC LIMITED Regd office: 'Sigappi Achi Building', 4 th 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.6 as set out in the Notice of AGM is passed with requisite majority.

VOTE OF THANKS

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

Entered on : 15.10.2020 CHAIRMAN: P D KARANDIKAR Place : Chennai Signed on: 19.10.2020