SIS LIMITED — AGM Information 2021

Jun 25, 2021

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Date: June 25, 2021

National Stock Exchange of India Limited Exchange Plaza C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai-400051

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400001

NSE Symbol: SIS

BSE Code: 540673

Dear Sir/Madam,

Sub: Intimation/submission of proceedings of 37[th ] Annual General Meeting (‘AGM’)

We wish to inform you that the 37[th] Annual General Meeting (AGM) of the Members of the Company was held on June 25, 2021, and the business mentioned in the Notice dated April 28, 2021 was transacted. In this regard, please find the enclosed the proceedings of AGM as required under Regulation 30, Part A of Schedule - III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This is for your information and records.

Thanking you.

Yours Faithfully, For SIS Limited

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Pushpalatha K Company Secretary

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SIS Limited

(Formerly Security and Intelligence Services (India) Limited) Address for correspondence: #106, 1st Floor, Ramanashree Arcade, 18 MG Road, Bangalore- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801

CIN: L75230BR1985PLC002083

Summary of proceedings of the 37[th] Annual General Meeting of SIS Limited

The 37[th] Annual General Meeting (‘AGM’) of the members of SIS Limited (‘the Company’) was held on Friday, June 25, 2021, at 12:00 Noon (IST) through Video Conferencing/Other AudioVisual Means (“VC”).

The meeting was held in compliance with the General Circulars issued by the Ministry of Corporate Affairs (“MCA”) on January 13, 2021 read with Circulars dated April 8 and April 13, 2020 and May 5, 2020, and SEBI Circulars dated May 12, 2020 and January 15, 2021 and as per the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

The following Directors were present:

1.	Mr. Ravindra Kishore Sinha, joined over VC from Dehradun	Chairman
2.	Mrs. Rita Kishore Sinha, joined over VC from Dehradun	Non-Executive Director
3.	Mr. Rituraj Kishore Sinha, joined over VC from Dehradun	Managing Director
4.	Mr. Uday Singh, joined over VC from Bangalore	Non-Executive Director
5.	Mr. Arvind Kumar Prasad, joined over VC from Delhi	Director – Finance
6.	Mr. Amrendra Prasad Verma, joined over VC from Patna	Independent Director and Chairman of the Audit Committee, Stakeholders’ Relationship Committee and Risk Management Committee
7.	Mr. TCA Ranganathan, joined over VC from Delhi	Independent Director and Chairman of the Nomination and Remuneration Committee
8.	Mr. Rajan Krishnanath Medhekar, joined over VC from Noida	Independent Director
9.	Mrs. Renu Mattoo, joined over VC from Gurgaon	Independent Director
10.	Mr. Sunil Srivastav, joined over VC from Mumbai	Independent Director

In attendance:

1	Mr. Devesh Desai, joined over VC from Bangalore	Chief Financial Officer
2	Mr. Brajesh Kumar, joined over VC from Delhi	CFO (Security Solutions and Facility Management)
3	Ms. Pushpalatha K, joined over VC from Bangalore	Company Secretary and Compliance Officer

Other representatives:

ther	representatives:
1	Ms. Anu Saxena, joined over VC from Noida	Managing Partner, Saxena and Saxena, StatutoryAuditors
2	Mr. Sudhir V Hulyalkar, joined over VC from Bangalore	Company Secretary in Practice, Secretarial Auditor
3	Mr. Suryakant Kumar joined over VC from Patna	Company Secretary in Practice, Scrutinizer

No. of members attended the meeting through VC: 89

The meeting commenced at 12:05 pm (IST) and concluded at 02:15 pm (IST) (including time allowed for e-voting at AGM).

The Chairman, Mr. Ravindra Kishore Sinha chaired the meeting. The Chairman extended his warm welcome to all the members and invitees and informed that the AGM is being held through video conference in accordance with the circulars issued by the Ministry of Corporate Affairs and SEBI. The requisite quorum being present through VC, the Chairman called the meeting to order. The Chairman 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.

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.

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

Thereafter, the Chairman addressed the members and delivered his speech followed by presentation by Mr. Rituraj Sinha, Managing Director.

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 then read out the following items of business as per the Notice of AGM dated April 28, 2021, and the relevant resolutions for the said items of business.

1. Adoption of the audited financial statements of the Company (including the audited consolidated financial statements) for the financial year ended March 31, 2021, together with the reports of the Board of Directors and the Auditors thereon.

2. Appointment of a Director in place of Mr. Rituraj Kishore Sinha (DIN: 00477256), who retires by rotation and, being eligible, offers himself for re-appointment.

3. Appointment of a Director in place of Mr. Arvind Kumar Prasad (DIN: 02865273), who retires by rotation and, being eligible, offers herself for re-appointment.

4. Revision in the remuneration of Mr. Arvind Kumar Prasad (DIN: 02865273), Director -

Finance of the Company

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. The Managing Director has provided clarifications to the queries 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.

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Date of the AGM June 25, 2021
Total number of shareholders on record date (June 18, 2021) 44847
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: 3
Public: 86
Resolution No. 01
Resolution required: (Ordinary/ Ordinary Resolution
Special) Adoption of the audited financial statements of the Company (including the audited consolidated financial statements) for the financial year ended March 31,
2021, together with the reports of the Board of Directors and the Auditors thereon.
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 Invalid 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 10,68,66,298 99.9379 10,68,66,298 0 100.0000 0.0000 -
Poll 10,69,32,650 - - - - - - -
Postal Ballot (if applicable) - 0.0000 - - 0.0000 0.0000 -
Total 10,69,32,650 10,68,66,298 99.9379 10,68,66,298 0 100.0000 0.0000 -
Public- Institutions E-Voting 2,12,42,379 85.8946 2,12,42,379 0 100.0000 0.0000 -
Poll 2,47,30,749 - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 2,47,30,749 2,12,42,379 85.8946 2,12,42,379 0 100.0000 0.0000 -
Public- Non Institutions E-Voting 3,69,361 2.4519 3,69,237 124 99.9664 0.0336 -
Poll 1,50,64,088 - - - - - - -
- - - - - - -
Postal Ballot (if applicable)
Total 1,50,64,088 3,69,361 2.4519 3,69,237 124 99.9664 0.0336 -
Total 14,67,27,487 12,84,78,038 87.5624 12,84,77,914 124 99.9999 0.0001 -
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Date of the AGM June 25, 2021
Total number of shareholders on record date (June 18, 2021) 44847
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: 3
Public: 86
Resolution No. 02
Resolution required: (Ordinary/ Ordinary Resolution
Special) Appointment of a Director in place of Mr. Rituraj Kishore Sinha (DIN: 00477256), 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 Invalid 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 10,68,66,298 99.9379 10,68,66,298 0 100.0000 0.0000 -
Poll 10,69,32,650 - - - - - - -
Postal Ballot (if applicable) - 0.0000 - - 0.0000 0.0000 -
Total 10,69,32,650 10,68,66,298 99.9379 10,68,66,298 0 100.0000 0.0000 -
Public- Institutions E-Voting 2,12,42,379 85.8946 2,12,42,379 0 100.0000 0.0000 -
Poll 2,47,30,749 - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 2,47,30,749 2,12,42,379 85.8946 2,12,42,379 0 100.0000 0.0000 -
Public- Non Institutions E-Voting 3,69,361 2.4519 3,68,442 919 99.7512 0.2488 -
Poll 1,50,64,088 - - - - - - -
- - - - - - -
Postal Ballot (if applicable)
Total 1,50,64,088 3,69,361 2.4519 3,68,442 919 99.7512 0.2488 -
Total 14,67,27,487 12,84,78,038 87.5624 12,84,77,119 919 99.9993 0.0007 -
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Date of the AGM June 25, 2021
Total number of shareholders on record date (June 18, 2021) 44847
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: 3
Public: 86
Resolution No. 03
Resolution required: (Ordinary/ Ordinary Resolution
Special) Appointment of a Director in place of Mr. Arvind Kumar Prasad (DIN: 02865273), 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 Invalid 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)]10
outstanding polled 0
shares (6)=[(4)/(2)]
(3)=[(2)/(1)] 100
100
Promoter and Promoter Group E-Voting 10,68,66,298 99.9379 10,68,66,298 0 100.0000 0.0000 -
Poll 10,69,32,650 - - - - - - -
Postal Ballot (if applicable) - 0.0000 - - 0.0000 0.0000 -
Total 10,69,32,650 10,68,66,298 99.9379 10,68,66,298 0 100.0000 0.0000 -
Public- Institutions E-Voting 2,12,42,379 85.8946 2,10,01,944 2,40,435 98.8681 1.1319 -
Poll 2,47,30,749 - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 2,47,30,749 2,12,42,379 85.8946 2,10,01,944 2,40,435 98.8681 1.1319 -
Public- Non Institutions E-Voting 3,69,361 2.4519 3,68,398 963 99.7393 0.2607 -
Poll 1,50,64,088 - - - - - - -
- - - - - - -
Postal Ballot (if applicable)
Total 1,50,64,088 3,69,361 2.4519 3,68,398 963 99.7393 0.2607 -
Total 14,67,27,487 12,84,78,038 87.5624 12,82,36,640 2,41,398 99.8121 0.1879 -
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Date of the AGM June 25, 2021
Total number of shareholders on record date (June 18, 2021) 44847
No. of shareholders present in the meeting either in person or Not applicable
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through Video
Conferencing
Promoters and Promoter Group: 3
Public: 86
Resolution No. 04
Resolution required: (Ordinary/ Special Resolution
Special) Revision in the remuneration of Mr. Arvind Kumar Prasad (DIN: 02865273), Director Finance of the Company
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 Invalid 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 10,68,66,298 99.9379 10,68,66,298 0 100.0000 0.0000 -
Poll 10,69,32,650 - - - - - - -
Postal Ballot (if applicable) - 0.0000 - - 0.0000 0.0000 -
Total 10,69,32,650 10,68,66,298 99.9379 10,68,66,298 0 100.0000 0.0000 -
Public- Institutions E-Voting 2,11,01,724 85.3259 2,11,01,724 0 100.0000 0.0000 -
Poll 2,47,30,749 - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 2,47,30,749 2,11,01,724 85.3259 2,11,01,724 0 100.0000 0.0000 -
Public- Non Institutions E-Voting 3,69,368 2.4520 3,67,994 1374 99.6280 0.3720 -
Poll 1,50,64,088 - - - - - - -
- - - - - - -
Postal Ballot (if applicable)
Total 1,50,64,088 3,69,368 2.4520 3,67,994 1,374 99.6280 0.3720 -
Total 14,67,27,487 12,83,37,390 87.4665 12,83,36,016 1,374 99.9989 0.0011 -
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