Tera Software Ltd. — AGM Information 2021

Aug 27, 2021

TERA SOFTWARE LIMITED

8-2-2931821N1107, PIot No. 1107, Road No.55, Jubilee Hills, Hyderabad-S0O 033 Telangana,lNDlA

Date: 27-08-2021

To

BSE Limited	National Stock Exchange of mdia timitert
Phiroze Jeejeebhoy Towers	Exchange Plaza,C-l, Block G,
Dalal Sheet, Fort	Banda Kurla Complex, Bandra (F)
Mumbai-400001	Mumbai-400051
Scrip Code:533982	mbol: TERASOFT

Dear Sir / Madam,

Sub: Minutes of the 27th Annual General Meeting (AGM)

Further to our letter dated 30th July, 2021 aboutthe proceedings of the 27th AGMof the 99*p*y, please find enclosed extract of the Minutes of the 27th AGM held on 30th July,202l through video conference/other Audio visual Means.

This is for your intimation and records.

Yours faithfully, For TERA SOFTWARE _. \15_ CH. MALLIKARJUNA Company Secretary

CIN : L72200TG1994PLC01 8391

MINUTES OF THE TWENTY SEVENTH (27th) ANNUAL GENERAL MEETING OF TERA SOFTWARE LIMITED HELD ON FRIDAY, THE 30TH DAY OF JULY, 2021 AT 11:00 A.M. THROUGH VIDEO CONFERENCE AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT PLOT NO.1107, ROAD NO.55, JUBILEE HILLS, HYDERABAD-500033, TELANGANA, INDIA.

Directors Present:

1	Mr. T. Gopichand	Vice-Chairman & Managing Director
2	Dr. T.V. Lakshmi	Independent Director
3	Mr. Divakar Atluri	Independent Director and Chairman of Audit
		Committee
4	Mr. T. Bapaiah Chowdary	Non-Executive Director
5	Mrs. T. Pavana Devi	Non-Executive Director

In Attendance:

6	Mr. O. Babu Reddy	Chief Financial Officer
7	Mr. Ch. Mallikarjuna	Company Secretary

Invitees:

8	Mr. T. Sivarama Prasad	New Independent Director
9	Mr. Siva Rama Krishna	Statutory Auditor (Mullapudi & Co.,)
	Apparao
10	Mr. Ch. Sree Rama Chandra	Internal Auditor (Darapaneni & Co)
	Murthy
11	Mr. K. Ch.Venkat Reddy	Scrutinizer (C.V. Reddy K & Associates)

Members Present:

Number of Shareholders joined the meeting through Video Conferencing: 40

In view of the situation arising due to COVID-19 global pandemic, for maintaining social distancing norms and pursuant to circulars (General Circular Nos 14/2020, 17/2020, 20/2020 and 02/2021 dated 8 April 2020, 13 April 2020, 5 May 2020 and 13 Juanuary 2021 respectively) issued by the Ministry of Corporate Affairs (MCA) and (Circular No.

SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021) issued by the Securities and Exchange Board of India (collectively referred to as 'the Circulars') the AGM being conducted through Video Conference (VC). The Company has assigned CDSL to act as an E-voting agency and facilitate the Video Conferencing and venue voting.

Mr. Ch. Mallikarjuna, Company Secretary welcomed the Shareholders, Directors and Invitees. There after he requested all the Directors and invitees to introduce themselves with their participated location.

Mr. Koteswara Rao SSR, Chairman of the Board, Independent Director and Dr. Hanuman Chowdary, Independent Director conveyed their inability to attend the meeting due to health reasons. Mr. Tummala Gopichand, Vice Chairman and Managing Director of the Company chaired the meeting and conducted its proceedings. After ascertaining the requisite quorum being present, he called the meeting to order.

The Chairman addressed the shareholders and briefed them about the performance and achievements of the Company during the financial year 2020-21.

The Statutory registers such as Registers of Directors and Key Managerial Personnel and their shareholding, Register of Contracts were made available electronically for inspection on CDSL E-voting platform during the meeting.

The Chairman informed in his speech that the Company recorded a turnover of Rs. 163.93 Crores for the year ended 31st March, 2021 with a decrease of 39.72% as compared to the previous Financial Year which is Rs. 271.98 Crores. The Company registered a net profit of Rs. 0.84 Crores with a decrease of 87.08% as compared to the net profit of Rs. 6.52 Crores in the previous Financial Year. Due to the Pandemic period the operations have come to halt for a period of 4 months in the FY 20-21 resulting in the Reduction of turnover while the Fixed costs like Salaries, the financial costs and other statutory payments have to be met. These overheads resulted in low margins.

Further informed that the company is working as System Integrator for implementation of PAN City ICT project in Davanagere City, State of Karnataka from Davanagere Smart City Limited, Government of Karnataka to implement and integrate City Surveillance System, Smart Health Management, Intelligent Traffic Management System, Smart Parking, Intelligent Transport System, City Wi-Fi, Environment Sensors, e-Learning Centres, Automatic Traffic signalling system.

Further informed that the company has taken up the modernisation of Land Revenue Record Rooms in the state of Jharkhand first ever in the India and completed digitization/modernisation of 160 Land Revenue Record Rooms out of 259.

Further informed that, as envisaged the Company is continuously grabbing the possible opportunities and bidding for the projects. Despite the uncertainties, the Company is determined and focusing to get new projects with an objective to achieve growth and profitability. The Company has a long road to go and we believe to complete the milestones within the stipulated timeframe and get more extensive projects in future.

Further informed that, the management will remain cautiously optimistic for FY2022-23 and will be in a stronger position to tap growth opportunities to our business at the end of the Third wave of the expected pandemic.

The Chairman concluded his speech extending his thanks to the shareholders, bankers, customers, Board of Directors and committed employees for their unrelenting dedication, support, and commitment.

The Chairman took up the formal proceedings of the Meeting. With the permission of the members, the notice convening the 27th Annual General Meeting together with financial statements and Directors' report were taken as read and confirmed that the Auditors' Report did not contain any qualification. He invited members to ask questions on the financial reports and accounts of the Company. The queries raised by the Members were answered by the Chairman to their satisfaction and appreciated the members for their suggestions and keen interest in the affairs of the Company.

The Chairman informed the members that the Company has provided the facility to cast votes electronically to the shareholders, on all resolutions set forth in the notice convening the AGM. The said facility is provided through CDSL. Shareholders who are present at the AGM and had not cast their votes electronically may cast their votes during the meeting following the same instructions as given in the Notice of AGM. It was further informed that there would be no voting by show of hands.

Further, the Chairman informed that Mr. K.CH. Venkat Reddy, Practising Company Secretary appointed as the Scrutinizer to scrutinize the polling process.

The members were informed that the combined results of E-voting would be placed on the website of the Company and Stock Exchange within forty-eight hours of the conclusion of the meeting.

On the basis of Scrutinizer's report on the E-voting/Poll; all the resolutions as set out in the Notice of 27th Annual General Meeting were duly passed with requisite majority, the details of which are as under:

Resolution 1: To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2021, together with the Report of Board of Directors and the Auditors' thereon.

				Ordinary Business - Resolution (1)
	Description of resolution considered			Consideration and adoption of the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2021, together with the Report of Board of Directors and the Auditors' thereon.
	Resolution required: (Ordinary / Special)			Ordinary
	Whether promoter/promoter group are interested in the agenda/resolution?			No
Result				Passed with requisite majority
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes – in favour	No. of votes – against	% of votes in favour on votes polled	% of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)] *100	(4)	(5)	(6)= [(4)/(2)] *100	(7)= [(5)/(2)] *100
Promoter	Remote Voting		5932327	99.75%	5932327	0	99.75%	0
and Promoter Group	Venue Voting	5947327	0	0	00	0	0	0
	Postal Ballot (if		0	0	00	0	0	0

	applicable)
T	Total		5932327	99.75%	5932327	0	99.75%	0
	Remote Voting		0	0	0	0	0	0
Public	Venue Voting	100	0	0	0	0	0	0
Institutions	Postal Ballot (if applicable)		0	0	0	0	0	0
	Total		0	0	0	0	0	0
	Remote Voting		7644	0.12%	7368	276	96.39%	3.61%
Public Non	Venue Voting	6564448	0	0	0	0	0	0
Institutions	Postal Ballot (if applicable)		0	0	0	0	0	0
	Total		7644	0.12%	7368	276	96.39%	3.61%
		Total 12511875 5939971		47.47%	5939695	276	99.99%	0.01%

Resolutions 2: To appoint a Director in place of Mrs. Tummala Pavana Devi, Director (DIN: 00107698), who retires by rotation and being eligible, offers herself for reappointment.

"RESOLVED THAT Mrs. Tummala Pavana Devi, Director (DIN: 00107698), who retires by rotation at this Annual General Meeting be and is hereby reappointed as a Director of the Company and that her period of office be liable to retire by rotation."

	Ordinary Business - Resolution (2)
	Description of resolution considered			Appointment of a Director in place of Mrs. Tummala Pavana Devi, Director (DIN: 00107698), who retires by rotation and being eligible, offers herself for reappointment.
	Resolution required: (Ordinary / Special)			Ordinary
	Whether promoter/promoter group are interested in the agenda/resolution?			Yes
Result					Passed with requisite majority
Categor y	Mode of voting	No. of shares held	No. of votes polled	No % of of % of Votes Votes vot % of votes in No. of votes against on polled on es favour on votes – in favour votes outstandi – polled polled ng shares ag ain st
		(1)	(2)	(3)= [(2)/(1)] *100	(4)	(5)	(6)= [(4)/(2)] *100	(7)= [(5)/(2)] *100
	Remote Voting		0	0	0	0	0	0
Promot er and	Venue Voting	5947327	0	0	0	0	0	0
Promot er Group	Postal Ballot (if applicable )		0	0	0	0	0	0
	Total		0	0	0	0	0	0
Public Instituti	Remote Voting	100	0	0	0	0	0	0

ons	Venue Voting		0	0	0	0	0	0
	Postal Ballot (if applicable )		0	0	0	0	0	0
	Total		0	0	0	0	0	0
	Remote Voting		7644	0.12%	6818	82 6	89.19%	10.81%
Public Non	Venue Voting	6564448	0	0	0	0	0	0
Instituti ons	Postal Ballot (if applicable )		0	0	0	0	0	0
	Total		7644	0.12%	6818	826	89.19%	10.81%
	Total	12511875	7644	0.12%	6818	826	89.19%	10.81%

Resolution 3: To approve the appointment of Mr. Divakar Atluri as an Independent Director - Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014, and all other applicable provisions, sections, rules of the Companies Act, 2013 (including any statutory modifications or reenactment thereof for the time being in force) and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Mr. Divakar Atluri (DIN: 00033386) who was appointed as an Additional Director of the Company w.e.f. 12th February, 2021 in terms of Section 161(1) of the Companies Act, 2013 and Article of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Act proposing his candidature for the office of the Director and declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation to hold office for a

term of five (5) consecutive years commencing from 12th February, 2021 upto 11th February, 2026.

"RESOLVED FURTHER THAT Mr. Tummala Gopichand, Vice Chairman & Managing Director of the Company be and is hereby authorized to sign and execute all such documents and papers (including appointment letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard."

"RESOLVED FURTHER THAT any one of the Director for the time being and Company Secretary be and are hereby severally authorised to sign the certified true copy of the resolution of the resolution to be given as and when required."

	Special Business - Resolution (3)
	Description of resolution considered			Approval of the appointment of Mr. Divakar Atluri as an Independent Director.
	Resolution required: (Ordinary / Special)			Ordinary
	Whether promoter/promoter group are interested in the agenda/resolution?				No
Result					Passed with requisite majority
Categor y	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstandi ng shares	No. of votes – in favour	No. of vote s – agai nst	% of votes in favour on votes polled	% of Votes against on votes polled
(1) (2)				(3)= [(2)/(1)] *100	(4)	(5)	(6)= [(4)/(2)] *100	(7)= [(5)/(2)] *100
Promot er and	Remote Voting	5947327	5932327	99.75%	5932327	0	99.75%	0

Promot er Group	Venue Voting		0	0	00	0	0	0
	Postal Ballot (if applicable )		0	0	00	0	0	0
	Total		5932327	99.75%	5932327	0	99.75%	0
	Remote Voting		0	0	0	0	0	0
Public	Venue Voting	100	0	0	0	0	0	0
Instituti ons	Postal Ballot (if applicable )		0	0	0	0	0	0
	Total		0	0	0	0	0	0
	Remote Voting		7644	0.12%	6818	826	89.19%	10.81%
Public	Venue Voting	6564448	0	0	0	0	0	0
Non Instituti ons	Postal Ballot (if applicable )		0	0	0	0	0	0
	Total		7644	0.12%	6818	826	89.19%	10.81%
	Total	12511875	5939971	47.47%	5939145	826	99.99%	0.01%

Resolution 4: To re-appoint Mr. Tummala Gopichand as a Vice Chairman and Managing Director (KMP) - Special Resolution:

"RESOLVED THAT pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Sections 117, 196, 197 and 203 read with Schedule V and Article of Association of the Company as amended from time to time and all other applicable provisions of the Companies Act 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (Including any statutory modification or re-enactment(s) thereof for the time being in force), the approval of the members/ shareholders of the Company be and are hereby accorded to approve the terms of reappointment and remuneration of Mr. Tummala Gopichand (DIN: 00107886) as a Vice Chairman and Managing Director (Key Managerial Personnel) of the Company, for a period of five years from 1st September, 2021 to 31 August, 2026 as recommend/ approved by the Nomination & Remuneration Committee and Board of Directors in its meeting held on 10th June, 2021, on the existing terms and conditions including remuneration as set out in explanatory statement annexed to the notice convening this meeting, with liberty to the Board of Directors to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be accepted to Mr. Tummala Gopichand, subject to the same not exceeding the limit specified under Schedule V to the Companies Act, 2013 or any statutory modifications or re-enactment thereof."

"RESOLVED FURTHER THAT the remuneration payable to Mr. Tummala Gopichand, Vice Chairman and Managing Director during the tenure of his appointment with authority to the Board or a Committee thereof to fix his salary within such maximum amount, with effect from 1st September, 2021 upto 3 years, in case of Company having no profit or inadequate profit in any financial year, pursuant to the provisions of Schedule V and other applicable provisions, if any, of the Companies Act, 2013."

"RESOLVED FURTHER THAT the Board be and is hereby authorized severally to take all such steps as may be necessary, proper and expedient to give effect to this Resolution."

	Special Business - Resolution (4)
Description of resolution considered	Appointment of Mr. Tummala Gopichand as a Vice Chairman and Managing Director (KMP).

	Resolution required: (Ordinary / Special) Whether promoter/promoter group are			Special
	interested in the agenda/resolution?			Yes
Result					Passed with requisite majority
Categor y	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstandi ng shares	No. of votes – in favour	No. of votes – against	% of votes in favour on votes polled	% of Votes against on votes polled
				(3)=			(6)=	(7)=
		(1)	(2)	[(2)/(1)]	(4)	(5)	[(4)/(2)]	[(5)/(2)]
				*100			*100	*100
	Remote Voting	5947327	0	0	0	0	0	0
Promot er and	Venue Voting		0	0	0	0	0	0
Promot er Group	Postal Ballot (if applicable )		0	0	0	0	0	0
	Total		0	0	0	0	0	0
	Remote Voting		0	0	0	0	0	0
Public	Venue Voting	100	0	0	0	0	0	0
Instituti ons	Postal Ballot (if applicable )		0	0	0	0	0	0
	Total		0	0	0	0	0	0

Public Non Instituti ons	Remote Voting		7644	0.12%	6818	826	89.19%	10.81%
	Venue Voting	6564448	0	0	0	0	0	0
	Postal Ballot (if applicable )		0	0	0	0	0	0
	Total		7644	0.12%	6818	826	89.19%	10.81%
	Total	12511875	7644	0.12%	6818	826	89.19%	10.81%

Resolution 5: To appoint Mr. Tammana Sivarama Prasad as an Independent Director - Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Mr. Tammana Sivarama Prasad (DIN: 06405913), who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and who is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act signifying his intention to propose Mr. Tammana Sivarama Prasad's candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from 30th July, 2021 upto 29th June, 2026."

"RESOLVED FURTHER THAT Mr. Tummala Gopichand, Vice Chairman & Managing Director of the Company be and is hereby authorized to sign and execute all such documents and papers (including appointment letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard."

"RESOLVED FURTHER THAT any one of the Director for the time being and Company Secretary be and are hereby severally authorised to sign the certified true copy of the resolution of the resolution to be given as and when required."

	Special Business - Resolution (5)
	Description of resolution considered			Appointment of Mr. Tammana Sivarama Prasad as an Independent Director.
	Resolution required: (Ordinary / Special)			Ordinary
	Whether promoter/promoter group are interested in the agenda/resolution?			No
Result				Passed with requisite majority
Categor y	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstandi ng shares	No. of votes – in favour	No. of votes – against	% of votes in favour on votes polled	% of Votes against on votes polled
(1) (2)			(3)= [(2)/(1)] *100	(4)	(5)	(6)= [(4)/(2)]* 100	(7)= [(5)/(2)] *100
	Remote Voting		5932327	99.75%	5932327	0	99.75%	0
Promot er and	Venue Voting	5947327	0	0	00	0	0	0
Promot er Group	Postal Ballot (if applicable )		0	0	00	0	0	0
	Total		5932327	99.75%	5932327	0	99.75%	0

	Remote Voting		0	0	0	0	0	0
Public	Venue Voting	100	0	0	0	0	0	0
Instituti ons	Postal Ballot (if applicable )		0	0	0	0	0	0
	Total		0	0	0	0	0	0
	Remote Voting		7644	0.12%	6818	826	89.19%	10.81%
Public Non	Venue Voting	6564448	0	0	0	0	0	0
Instituti ons	Postal Ballot (if applicable )		0	0	0	0	0	0
	Total		7644	0.12%	6818	826	89.19%	10.81%
Total		12511875	5939971	47.47%	5939145	826	99.99%	0.01%

Resolution 6: To Sell Company's Land Situated at Annaram/Gaghillapur Village - Special Resolution:

"RESOLVED THAT pursuant to the provisions of section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, and the relevant Rules framed thereunder (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), and the enabling provisions in the Memorandum of Association and Article of Association of the Company, approval and consent of the members of the company be and is hereby accorded to the Board of Directors to sell and transfer the fixed asset including open land & ACC Shed of the Company situated in Survey Nos.179, 180, 180A, 181, 182, 184 & 184A, Annaram Village, Jinnaram Mandal, (Now it is Gummadidala Mandal), Medak District (Now it is Sangareddy District) & Survey Nos.219E, Gaghillapur Village, Qutubullapur Mandal (Now it is Dundigal Gandimaisamma Mandal & Municipality), Ranga Reddy District, (Now it is MedchalMalkajgiri District), Telangana, extent of Ac. 13.31 Guntas, to any party at prevailing market price, on such terms and conditions as may be deemed fit by the Board."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) of the Company and to generally do and perform all such acts, deeds, matters and things as it may, in their absolute discretion, deem fit, necessary, proper or desirable, including finalizing, varying and selling the terms and conditions of such sale and to finalize, execute, to enter in to the agreement, contracts, deeds, undertakings, and other documents in respect thereof and seek the requisite approvals, consents and permissions as may be applicable."

					Special Business - Resolution (6)
	Description of resolution considered			Approval	for Sale of Company's Land Situated at Annaram/Gaghillapur Village.
	Resolution required: (Ordinary / Special)			Special Resolution
	Whether promoter/promoter group are interested in the agenda/resolution? Result
					Passed with requisite majority
Categor y	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstandi ng shares	No. of votes – in favour	No. of votes – against	% of votes in favour on votes polled	% of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)] *100	(4)	(5)	(6)= [(4)/(2)]* 100	(7)= [(5)/(2)] *100
Promot er and Promot	Remote Voting	5947327	5932327	99.75%	5932327	0	99.75%	0
er Group	Venue Voting		0	0	00	0	0	0

	Total	12511875	5939971	47.47%	5937895	2076	99.97%	0.03%
	Total		7644	0.12%	5568	2076	72.84%	27.15%
Public Non Instituti ons	Postal Ballot (if applicable )	6564448	0	0	0	0	0	0
	Venue Voting		0	0	0	0	0	0
	Remote Voting		7644	0.12%	5568	2076	72.84%	27.15%
Public Instituti ons	Total		0	0	0	0	0	0
	Postal Ballot (if applicable )	100	0	0	0	0	0	0
	Venue Voting		0	0	0	0	0	0
	Remote Voting		0	0	0	0	0	0
	Total		5932327	99.75%	5932327	0	99.75%	0
	Postal Ballot (if applicable )		0	0	00	0	0	0

The 27th AGM was concluded with vote of thanks to the Chairman and the Members of the Company.

Sd/- Tummala Gopichand Vice Chairman & Managing Director DIN: 009644290