SIS LIMITED — AGM Information 2020

Jul 21, 2020

Date: July 21, 2020

National Stock Exchange of India Limited BSE Limited Exchange Plaza Phiroze Jeejeebhoy Towers C-1, Block G, Bandra Kurla Complex, Dalal Street Bandra (E), Mumbai-400051 Mumbai-400001

NSE Symbol: SIS BSE Code: 540673

Dear Sir/Madam,

Sub: Intimation/submission of proceedings of 36 th Annual General Meeting

We wish to inform you that the 36 th Annual General Meeting (AGM) of the Members of the Company was held on July 20, 2020 and the business mentioned in the Notice dated June 18, 2020 was transacted.

In this regard, please find the enclosed the brief proceedings of AGM as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This is for your information and records.

Thanking you.

Yours Faithfully, For Security and Intelligence Services (India) Limited

Pushpalatha K Company Secretary

Summary of proceedings of the 36 th Annual General Meeting of Security and Intelligence Services (India) Limited

The 36 th Annual General Meeting ('AGM') of the members of Security and Intelligence Services (India) Limited ('the Company') was held on Monday, July 20, 2020, at 12:00 Noon IST through Video Conferencing/Other Audio-Visual Means ("VC").

The meeting was held in compliance with the circulars issued by the Ministry of Corporate Affairs ("MCA") on May 5, 2020 read with the circulars dated April 8 and April 13, 2020, the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1.	Mr. Ravindra Kishore Sinha	Chairman
2.	Mrs. Rita Kishore Sinha	Non-Executive Director
3.	Mr. Rituraj Kishore Sinha	Managing Director
4.	Mr. Uday Singh	Non-Executive Director
5.	Mr. Arvind Kumar Prasad	Director –Finance
6.	Mr. Amrendra Prasad Verma	Independent Directorand Chairman of the AuditCommittee, Stakeholders' Relationship Committeeand Risk Management Committee
7.	Mr. TCA Ranganathan	IndependentDirectorandChairmanoftheNomination and Remuneration Committee
8.	Mr. Rajan KrishnanathMedhekar	Independent Director
9.	Mrs. Renu Mattoo	Independent Director
10.	Mr. Sunil Srivastav	Independent Director

The following Directors were present:

In attendance:

1	Mr. Devesh Desai	Chief Financial Officer
2	Mr. Brajesh Kumar	CFO	(Security	Solutions	and	Facility
			Management)
3	Ms. Pushpalatha K		Company Secretary and Compliance Officer

By invitation:

1	Mr.	Dilip	Kumar	Partner, Saxena and Saxena, Statutory Auditors
	Saxena
2		Mr. Sudhir V Hulyalkar		Company	Secretary	in	Practice,	Secretarial
				Auditor

No. of Members attended the meeting through VC: 56

The meeting commenced at 12:00 Noon (IST) and concluded around 02:00 p.m. (IST)

The Chairman, Mr. Ravindra Kishore Sinha chaired the meeting. The requisite quorum being present through VC, the Chairman called the meeting to order. He welcomed the Members, and introduced the Board of Directors, Key Executives, and Members of the Group Management Committee to the meeting who participated in the meeting from their respective locations.

The Statutory Auditors, represented by Mr. Dilip Kumar Saxena, Partner and the Secretarial Auditors, represented by Mr. Sudhir V Hulyalkar, were also present in the meeting.

As advised by the Chairman, Ms. Pushpalatha K, Company Secretary provided general instructions to the members regarding participation in the meeting and process of e-voting during the meeting.

The Register of Directors and Key Managerial Personnel, the Register of Contracts or Arrangements in which directors are interested were available electronically for inspection by the members during the meeting.

The Chairman addressed the members and presented the highlights of the business performance of the Company and its subsidiaries for FY 2019-20, significant achievements during the year etc. He expressed gratitude to all the frontline staff of the Company working at over 300 hospitals who took a great risk in carrying out their duties in the largest interest of the society and the economy.

Thereafter, the Chairman invited Mr. Rituraj Kishore Sinha, Managing Director to address the members.

Mr. Sinha then addressed the members and made a presentation to the members which covered the financial performance of the Company on a consolidated basis, segment wise business performance in terms of revenue and EBITDA, and the response system put in place by the Company to tackle the COVID-19 pandemic.

With the consent of the members, the Notice convening the meeting was taken as read. The Chairman informed the members that the auditors have issued an unmodified opinion on both the standalone and consolidated financial statements and that there were no qualifications, reservations, or adverse remarks in the auditors' report. He also stated that there were no observations, reservations, or adverse remarks in the secretarial audit report.

The Chairman further informed the members that remote e-voting facility has been provided to all the members to cast their vote electronically on all the resolutions set forth in the Notice and that members who have not cast their vote on the resolutions through remote e-voting were provided the opportunity to cast their votes during the AGM through e-voting facility.

The Chairman then informed the members that the Board of Directors had appointed Mr. Suryakant Kumar, Company Secretary in Practice as the Scrutinizer to conduct the remote evoting process and e-voting at the AGM.

The Chairman then read out the following items of business as per the Notice of AGM dated June 18, 2020, and the relevant resolutions for the said items of business.

• 1. To receive, consider and adopt:
  • a. the audited financial statements of the Company for the financial year ended March 31, 2020 and the reports of the Board of Directors and the Auditors thereon; and

• b. the audited consolidated financial statements of the Company for the financial year ended March 31, 2020 and the report of the Auditors thereon.

• 1. To appoint a Director in place of Mr. Ravindra Kishore Sinha (DIN: 00945635), who retires by rotation and, being eligible, offers himself for re-appointment.
• 1. To appoint a Director in place of Mrs. Rita Kishore Sinha (DIN: 00945652), who retires by rotation and, being eligible, offers herself for re-appointment.
• 1. Appointment of Mr. Sunil Srivastav (DIN: 00237561) as an Independent Director for a period of 3 years effective October 24, 2019.
• 1. Re-appointment of Mrs. Renu Mattoo (DIN: 08050374) as an Independent Director for another period of 2 years effective January 29, 2021 and to approve her continuation as a Non-Executive Director.
• 1. Re-appointment of Mr. Rajan Krishnanath Medhekar (DIN: 07940253), as an Independent Director for another period of 2 years effective September 25, 2020.

The Chairman then invited the members to express their views or ask questions on the financial statements and related matters. Members raised questions pertaining to financial performance and business operations of the Company and also offered their suggestions.

The Chairman took note of the same and along with the Managing Director responded to all the questions raised by the members.

Thereafter, 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 details of the voting results (combined results of remote e-voting and e-voting at the meeting) on all the resolutions as set out in the Notice of AGM are enclosed.

Based on the Report of the Scrutinizer, all the resolutions were passed with requisite majority.

Date of the AGM	July 20, 2020
Total number of shareholders on record date (July 13, 2020)	16041
No. of shareholders present in the meeting either in person orthrough proxy:	Not applicable
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through VideoConferencing
Promoters and Promoter Group:	4
Public:	52

Resolution No.	01
Resolution required: (Ordinary/	Ordinary:
Special)	To receive, consider and adopt:a. the audited financial statements of the Company for the financial year ended March 31, 2020 and the reports of the Board of Directorsand the Auditors thereon; andb. the audited consolidated financial statements of the Company for the financial year ended March 31, 2020 and the report of the Auditorsthereon.
Whether promoter/ promoter group	No
are interested in the
agenda/resolution?
Category	Mode of Voting	No.of	No.of	%of	No.of	No. of	% of	% of Votes
		shares held(1)	votes polled(2)	VotesPolledonoutstandingshares(3)=[(2)/(1)]*	Votes – infavour(4)	Votes –against(5)	Votes infavour onvotespolled(6)=[(4)/(2)]*100	against onvotes polled(7)=[(5)/(2)]*100
				100
Promoter and Promoter Group	E-Voting		10,89,63,996		99.9676 10,89,63,996	0	100.0000	0.0000
	Poll	10,89,99,346	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	0.0000	-	-	0.0000	0.0000
	Total	10,89,99,346	10,89,63,996		99.9676 10,89,63,996	0	100.0000	0.0000
Public- Institutions	E-Voting		1,16,84,936	42.7733	1,16,84,936	0	100.0000	0.0000
	Poll	2,73,18,315	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	2,73,18,315	1,16,84,936	42.7733	1,16,84,936	0	100.0000	0.0000
Public- Non Institutions	E-Voting		15,00,289	14.5133	15,00,221	68	99.9955	0.0045
	Poll	1,03,37,321	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	1,03,37,321	15,00,289	14.5133	15,00,221	68	99.9955	0.0045
Total		14,66,54,982	12,21,49,221		83.2902 12,21,49,153	68	99.9999	0.0001

Date of the AGM	July 20, 2020
Total number of shareholders on record date (July 13, 2020)	16041
No. of shareholders present in the meeting either in person orthrough proxy:	Not applicable
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through Video
Conferencing
Promoters and Promoter Group:	4
Public:	52

Resolution No.	02
Resolution required: (Ordinary/	Ordinary:
Special)	To appoint a Director in place of Mr. Ravindra Kishore Sinha (DIN: 00945635), who retires by rotation and, being eligible, offers himself for
	re-appointment.
Whether promoter/ promoter group	No
are interested in the
agenda/resolution?
Category	Mode of Voting	No.of	No.of	%of	No.of	No. of	% of	% of Votes
		shares held	votes polled	Votes	Votes – in	Votes –	Votes in	against on
		(1)	(2)	Polled	favour	against	favour on	votes polled
				on	(4)	(5)	votes	(7)=[(5)/(2)]*
				outstanding			polled	100
				shares			(6)=[(4)/(2)]
				(3)=[(2)/(1)]*			*100
				100
Promoter and Promoter Group	E-Voting		10,89,63,996		99.9676 10,89,63,996	0	100.0000	0.0000
	Poll	10,89,99,346	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	0.0000	-	-	0.0000	0.0000
	Total	10,89,99,346	10,89,63,996		99.9676 10,89,63,996	0	100.0000	0.0000
Public- Institutions	E-Voting		1,16,84,936	42.7733	1,16,84,936	0	100.0000	0.0000
	Poll	2,73,18,315	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	2,73,18,315	1,16,84,936	42.7733	1,16,84,936	0	100.0000	0.0000
Public- Non Institutions	E-Voting		15,00,299	14.5134	15,00,231	68	99.9955	0.0045
	Poll	1,03,37,321	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	1,03,37,321	15,00,299	14.5134	15,00,231	68	99.9955	0.0045
Total		14,66,54,982	12,21,49,231		83.2902 12,21,49,163	68	99.9999	0.0001

Date of the AGM	July 20, 2020
Total number of shareholders on record date (July 13, 2020)	16041
No. of shareholders present in the meeting either in person or	Not applicable
through proxy:
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through Video
Conferencing
Promoters and Promoter Group:	4
Public:	52

Resolution No.	03
Resolution required: (Ordinary/	Ordinary:
Special)	To appoint a Director in place of Mrs. Rita Kishore Sinha (DIN: 00945652), who retires by rotation and, being eligible, offers herself for reappointment.
Whether promoter/ promoter group	No
are interested in the
agenda/resolution?
Category	Mode of Voting	No.of	No.of	%of	No.of	No. of	% of	% of Votes
		shares held	votes polled	Votes	Votes – in	Votes –	Votes in	against on
		(1)	(2)	Polled	favour	against	favour on	votes polled
				on	(4)	(5)	votes	(7)=[(5)/(2)]*
				outstanding			polled	100
				shares			(6)=[(4)/(2)]
				(3)=[(2)/(1)]*			*100
				100
Promoter and Promoter Group	E-Voting		10,89,63,996		99.9676 10,89,63,996	0	100.000	0.0000
	Poll	10,89,99,346	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	0.0000	-	-	0.000	0.0000
	Total	10,89,99,346	10,89,63,996		99.9676 10,89,63,996	0	100.000	0.0000
Public- Institutions	E-Voting		1,16,84,936	42.7733	1,16,84,936	0	100.000	0.0000
	Poll	2,73,18,315	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	2,73,18,315	1,16,84,936	42.7733	1,16,84,936	0	100.000	0.0000
Public- Non Institutions	E-Voting		15,00,299	14.5134	14,98,231	2,068	99.862	0.1378
	Poll	1,03,37,321	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	1,03,37,321	15,00,299	14.5134	14,98,231	2,068	99.862	0.1378
Total		14,66,54,982	12,21,49,231		83.2902 12,21,47,163	2,068	99.998	0.0017

Date of the AGM	July 20, 2020
Total number of shareholders on record date (July 13, 2020)	16041
No. of shareholders present in the meeting either in person or	Not applicable
through proxy:
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through Video
Conferencing
Promoters and Promoter Group:	4
Public:	52

Resolution No.	04
Resolution required: (Ordinary/	Ordinary
Special)	Appointment of Mr. Sunil Srivastav (DIN: 00237561) as an Independent Director for a period of 3 years effective October 24, 2019
Whether promoter/ promoter group	No
are interested in the
agenda/resolution?
Category	Mode of Voting	No.of	No.of	%of	No.of	No. of	% of	% of Votes
		shares held	votes polled	Votes	Votes – in	Votes –	Votes in	against on
		(1)	(2)	Polled	favour	against	favour on	votes polled
				on	(4)	(5)	votes	(7)=[(5)/(2)]*
				outstanding			polled	100
				shares			(6)=[(4)/(2)]
				(3)=[(2)/(1)]*			*100
				100
Promoter and Promoter Group	E-Voting		10,89,63,996		99.9676 10,89,63,996	0	100.0000	0.0000
	Poll	10,89,99,346	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	0.0000	-	-	0.0000	0.0000
	Total	10,89,99,346	10,89,63,996		99.9676 10,89,63,996	0	100.0000	0.0000
Public- Institutions	E-Voting		1,16,84,936	42.7733	1,16,84,936	0	100.0000	0.0000
	Poll	2,73,18,315	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	2,73,18,315	1,16,84,936	42.7733	1,16,84,936	0	100.0000	0.0000
Public- Non Institutions	E-Voting		15,00,299	14.5134	14,56,863	43,436	97.1048	2.8952
	Poll	1,03,37,321	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	1,03,37,321	15,00,299	14.5134	14,56,863	43,436	97.1048	2.8952
Total		14,66,54,982	12,21,49,231		83.2902 12,21,05,795	43,436	99.9644	0.0356

Date of the AGM	July 20, 2020
Total number of shareholders on record date (July 13, 2020)	16041
No. of shareholders present in the meeting either in person or	Not applicable
through proxy:
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through Video
Conferencing
Promoters and Promoter Group:	4
Public:	52

Resolution No.	05
Resolution required: (Ordinary/	Special
Special)	Re-appointment of Mrs. Renu Mattoo (DIN: 08050374) as an Independent Director for another period of 2 years effective January 29, 2021
	and to approve her continuation as a Non-Executive Director
Whether promoter/ promoter group	No
are interested in the
agenda/resolution?
Category	Mode of Voting	No.of	No.of	%of	No.of	No. of	% of	% of Votes
		shares held	votes polled	Votes	Votes – in	Votes –	Votes in	against on
		(1)	(2)	Polled	favour	against	favour on	votes polled
				on	(4)	(5)	votes	(7)=[(5)/(2)]*1
				outstanding			polled	00
				shares			(6)=[(4)/(2)]
				(3)=[(2)/(1)]*			*100
				100
Promoter and Promoter Group	E-Voting		10,89,63,996		99.9676 10,89,63,996	0	100.0000	0.0000
	Poll	10,89,99,346	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	0.0000	-	-	0.0000	0.0000
	Total	10,89,99,346	10,89,63,996		99.9676 10,89,63,996	0	100.0000	0.0000
Public- Institutions	E-Voting		75,32,842	27.5743	37,60,592	37,72,250	49.9226	50.0774
	Poll	2,73,18,315	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	2,73,18,315	75,32,842	27.5743	37,60,592	37,72,250	49.9226	50.0774
Public- Non Institutions	E-Voting		15,00,299	14.5134	14,98,231	2,068	99.8622	0.1378
	Poll	1,03,37,321	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	1,03,37,321	15,00,299	14.5134	14,98,231	2,068	99.8622	0.1378
Total		14,66,54,982	11,79,97,137		80.4590 11,42,22,819	37,74,318	96.8013	3.1987

Date of the AGM	July 20, 2020
Total number of shareholders on record date (July 13, 2020)	16041
No. of shareholders present in the meeting either in person or	Not applicable
through proxy:
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through Video
Conferencing
Promoters and Promoter Group:	4
Public:	52

Resolution No.	06
Resolution required: (Ordinary/	Special
Special)	Re-appointment of Mr. Rajan Krishnanath Medhekar (DIN: 07940253), as an Independent Director for another period of 2 years effectiveSeptember 25, 2020
Whether promoter/ promoter group	No
are interested in the
agenda/resolution?
Category	Mode of Voting	No.of	No.of	%of	No.of	No. of	% of	% of Votes
		shares held	votes polled	Votes	Votes – in	Votes –	Votes in	against on
		(1)	(2)	Polled	favour	against	favour on	votes polled
				on	(4)	(5)	votes	(7)=[(5)/(2)]*
				outstanding			polled	100
				shares			(6)=[(4)/(2)]
				(3)=[(2)/(1)]*			*100
				100
Promoter and Promoter Group	E-Voting		10,89,63,996		99.9676 10,89,63,996	0	100.0000	0.0000
	Poll	10,89,99,346	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	0.0000	-	-	0.0000	0.0000
	Total	10,89,99,346	10,89,63,996		99.9676 10,89,63,996	0	100.0000	0.0000
Public- Institutions	E-Voting		1,16,84,936	42.7733	1,16,84,936	0	100.0000	0.0000
	Poll	2,73,18,315	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	2,73,18,315	1,16,84,936	42.7733	1,16,84,936	0	100.0000	0.0000
Public- Non Institutions	E-Voting		15,00,299	14.5134	14,56,863	43,436	97.1048	2.8952
	Poll	1,03,37,321	-	-	-	-	-	-
	Postal Ballot (if applicable)		-	-	-	-	-	-
	Total	1,03,37,321	15,00,299	14.5134	14,56,863	43,436	97.1048	2.8952
Total		14,66,54,982	12,21,49,231		83.2902 12,21,05,795	43,436	99.9644	0.0356