Tulsyan NEC Ltd — AGM Information 2021

Sep 30, 2021

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Date: September 30, 2021

To The Secretary, Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400001

Dear Sir/Madam,

Sub: Proceedings of the 74[th] Annual General Meeting (“AGM”) of Tulsyan NEC Limited (“the Company”)

Ref: Scrip Code: 513629

We wish to inform you that the 74[th] AGM of the Company was held on Thursday, September 30, 2021 through video conferencing, to transact the business as stated in the Annual General Meeting Notice dated August 13, 2021.

In this regard, please find attached herewith the summary of the proceedings of the 74[th] AGM of the Company pursuant to Regulation 30 read with Part A of Schedule - III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same is also made available on the Company’s website at www.tulsyannec.in.

This is for your information and record.

Thanking You,

Yours Faithfully,

For Tulsyan NEC Limited

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Parvati Soni Company Secretary & Compliance Officer

Encl: As above

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PROCEEDINGS OF THE 74[TH] ANNUAL GENERAL MEETING (“AGM”) OF TULSYAN NEC LIMITED HELD (“THE COMPANY”) ON THURSDAY, SEPTEMBER 30, 2021 AT 11.3O A.M. IST THROUGH VIDEO CONFERENCING (VC)/ OTHER AUDIO-VISUAL MEANS (OAVM)

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) PRESENT THROUGH VC:

Sl. No.	Name	Designation
1.	Mr. Lalit Kumar Tulsyan	Executive Chairman
2.	Mr. Sanjay Tulsyan	Managing Director
3.	Mr. Sanjay Agarwalla	Whole Time Director
4.	Mr. Manogyanathan Parathsarathy	Independent Director and Chairman of (i) Audit Committee (ii) Nomination & Remuneration Committee and (iii) Stakeholders’Relationship Committee
5.	Mr. Somasundaram Ponsing Mohan Ram	Independent Director
6.	Mrs. Antonisamy Axilium Jayamary	Independent Director
7.	Mr. Shantha Kumar RP	Chief Financial Officer (KMP)
8.	Mrs. Parvati Soni	Company Secretary and Compliance Officer (KMP)

BY INVITATION:

Sl. No.	Name	Designation
1.	Mr. Srivatsan EK	Partner, M/s. CNGSN & Associates, LLP - Statutory Auditors of the Company
2.	Mr. M. Damodaran	Managing Partner, M/s. Damodaran & Associates LLP - Secretarial Auditors and Scrutiniser of the Company
3.	Mr. M R Krishna Murthy	Partner, M/s. Murthy & Co. LLP – Cost Auditors of the Company
4.	Mrs. Uma Ramaswamy	General Manager
5.	Mr. S. Shankar	AGM-Accounts

The Company Secretary informed that, in view of the Pandemic COVID-19, the Annual General Meeting of the Company is being conducted through VC/OAVM pursuant to the guidelines of the Ministry of Corporate Affairs and Securities & Exchange Board of India.

Mr. Lalit Kumar Tulsyan, Executive Chairman of the Company, chaired the Meeting.

The Chairman welcomed all the members, Directors and other invitees to the 74[th] AGM of the Company. Before starting the proceedings of the meeting, the Company Secretary introduced the Directors, Key Managerial Personnel and other Invitees present at the meeting.

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Participation of members through video conference was being reckoned for the purpose of quorum as per the circulars issued by MCA and Section 103 of the Companies Act, 2013. The requisite quorum was present throughout the meeting through video conference.

The Chairman informed that Notice of the 74[th] AGM along with the copies of the audited accounts for the year ended March 31, 2021 together with the directors’ report and auditors’ report were sent via email to all the shareholders, who have registered their email id with the Company or with the Registrar and Share Transfer Agents (RTA) i.e. Cameo Corporate Services Limited, within the statutory time period.

The agenda items of the Notice of 74[th] AGM were read for the information of the members present at the meeting as below:

ORDINARY BUSINESS :

• 1) To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon – Ordinary Resolution.

The qualifications made by the auditors in their Auditors’ Report for the year ended March 31, 2021 along with Management’s Reply were read at the AGM.

• 2) To appoint a director in place of Mr. Sanjay Tulsyan (DIN: 00632802), Managing Director, who retires by rotation and being eligible offers himself for re-appointment – Ordinary Resolution.

• 3) To re-appoint M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai, as the Statutory Auditors of the Company and to fix their remuneration – Ordinary Resolution.

• 4) To ratify the remuneration payable to M/s. Murthy & Co. LLP, Cost Auditors of the Company, for the financial year 2021-2022 – Ordinary Resolution

SPECIAL BUSINESS :

• 5) To approve the Related Party Transactions with Chitrakoot Steel and Power Private Limited - Ordinary Resolution.

• 6) To approve the Related Party Transactions with Tulsyan Smelters Private Limited – Ordinary Resolution.

The Chairman then requested the Members to express their views and to raise queries, if any, with regard to the financial statements for the year 2020-21 and also about the operations of the Company, if any, via mail for which suitable reply shall be given.

The Company Secretary informed the members that in compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management

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and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided remote e- voting facility to all the members as on the cut-off date of September 23, 2021, to cast the votes on all resolutions as set forth in the AGM notice from Monday, September 27, 2021 to Wednesday, September 29, 2021 (both days inclusive). Further, members, who had not participated in remote e-voting process could still cast their vote on all resolutions as set forth in the AGM notice through e-voting facility provided by the CDSL during the AGM for which 15 minutes time was given to them.

The AGM commenced at 11.30 a.m. and concluded at 12.09 p.m. (which includes 15 minutes time for e-voting at the AGM).

Mr. M. Damodaran, Practicing Company Secretary, was appointed as the scrutinizer, to scrutinize the e-voting process in a fair and transparent manner and to submit the scrutinizer’s report.

The combined results of remote e-voting and e-voting at the AGM will be announced within 2 days of the conclusion of the AGM and the same shall be made available on the Company’s website, on the BSE website and on the website of the CDSL.

The resolutions, if passed, shall be considered as passed effective today i.e. September 30, 2021.

For Tulsyan NEC Limited

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Parvati Soni

Company Secretary & Compliance Officer

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