VA Tech Wabag Limited — AGM Information 2020

Sep 24, 2020

24th September, 2020

National Stock Exchange of India Limited, Listing Department Plot No C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400051

BSE Limited, Listing Department Floor 25, P J Towers, Dalal Street, Mumbai - 400001

Dear Sirs,

Sub: Proceedings of 25th Annual General Meeting of the Company held on 23.09.2020

Ref: NSE Symbol: WABAG / BSE Scrip Code: 533269

Please find enclosed the proceedings of the 25th Annual General Meeting of VA TECH WABAG LIMITED held on 23rd September 2020.

Kindly take the same on record.

Thanking You,

Yours faithfully, For VA TECH WABAG LIMITED

R Swaminathan Company Secretary & Compliance Officer Membership No.: A17696

Sustainable solutions, for a better life

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VA TECH WABAG LIMITED CIN: L45205TN1995PLC030231 "WABAG HOUSE", No.17, 200 Feet Thoraipakkam-Pallavaram Main Road,

Sunnambu Kolathur, Chennai 600 117, India.

Board : +91- 44 - 6123 2323 : +91- 44 - 4223 2323 Fax : : +91- 44 - 6123 2324 Email : wabag@wabag.in Web : www.wabag.com

PROCEEDINGS OF THE TWENTY FIFTH ANNUAL GENERAL MEETING OF VA TECH WABAG LIMITED HELD ON WEDNESDAY, SEPTEMBER 23, 2020 AT 3:00 P.M.

The 25th Annual General Meeting (AGM) of the Members of VA Tech Wabag Limited (the Company) was held on Wednesday, September 23, 2020 at 3:00 P.M. (IST) through Video Conferencing/ Other Audio Visual Means (VC/ OAVM) at the Registered Office, being the deemed venue of the Meeting. The meeting was held in compliance with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020 issued by the Ministry of Corporate Affairs ("MCA") and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India (SEBI) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR").

Mr. R Swaminathan, Company Secretary, welcomed the members of the Company and briefed them the process to participate at the meeting and join Q & A session by the speaker shareholders.

Mr. Bhagwan Dass Narang, Chairman, took the chair and welcomed the members to the 25th AGM of the Company. The Chairman having ascertained that the requisite quorum fixed for the meeting was present, declared the meeting open. All the Promoters and Directors of the Company were present at the meeting through video conferencing. The Chairman informed that due to COVID-19 pandemic and social distancing norms, the meeting was being held through VC/ OAVM.

At the request of the Chairman, each Board member introduced themselves to members. The Chairman further informed the members that CEO-India Cluster, Chief Financial Officer, Company Secretary, Statutory Auditors, Secretarial Auditors, and other officials of the Company were present at the meeting. It was also informed that the Statutory Registers and documents as required to be kept under the Companies Act, 2013 were open for inspection on the website of the KFin Technologies Private Limited and Company.

The Chairman then informed that the notice of the 25th Annual General Meeting (AGM) along with the copies of the audited accounts for the year ended 31st March, 2020 together with the Directors' and Auditors' reports were dispatched within the statutory period through electronic mode to all the members whose e-mail id was registered with the Company/ Depository Participants. He further informed that the Notice of the 25th AGM and Report of Director's be taken as read.

The Chairman then informed the members that, since, all the Resolutions set out in the Notice of the Annual General Meeting had already been put to vote through remote e-voting, the resolutions were not needed to be proposed or seconded by the Shareholders at the meeting in terms of the Secretarial Standards – 2 issued by the ICSI.

He further informed that there were 7 resolutions to be passed at the 25th AGM and ordered e-voting during the AGM on all the 7 resolutions. He also informed that the e-voting shall conclude 15 minutes after the closure of the meeting.

The Chairman thereafter requested Mr. M. Damodaran, of M/s. M Damodaran & Associates LLP, Practicing Company Secretaries (COP No. FCS 5081), to act as the scrutinizer for conducting the e-voting process during the AGM and submit his report. Thereafter, Mr. R Swaminathan, Company Secretary briefed the members about the e-voting process during the AGM.

He informed that, pursuant to the provisions of section 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI, (Listing Obligations & Disclosure Requirements) regulations, 2015, the Company had extended the remote evoting facility to the members of the Company through KFin Technologies Private Limited to vote on all resolutions proposed to be passed at the 25th AGM.

He further apprised that, the members as on the cut-off date viz., September 16, 2020 were eligible to participate in the remote e-voting process and the said remote e-voting process commenced at 09:00 A.M. on Friday, September 18, 2020 and concluded at 05:00 P.M. on Tuesday, September 22, 2020.

He thereafter informed the members that the Company had appointed Mr. M. Damodaran, of M/s. M Damodaran & Associates LLP, Practicing Company Secretaries (COP No. FCS 5081), as the scrutinizer, for conducting the remote e- voting process in a fair and transparent manner.

He further informed that, as ordered by the Chairman, the e-voting during the AGM shall be conducted electronically, to enable the members of the Company as on the cut-off date i.e. September 16, 2020, who were present in meeting and who had not exercised their right to vote through remote e-voting process. Thereafter, the e-voting process during the AGM was carried out.

He further informed the members that, the combined results of the remote e-voting and e-voting during the AGM as submitted by the Scrutinizer, shall be intimated to the stock exchanges within 48 hours of conclusion of AGM and the same will be posted on the Company's website (www.wabag.com) and the website of Company's Registrar and Share Transfer Agent, KFin Technologies Private Limited (www.evoting.karvy.com).

Thereafter, Mr. R Swaminathan, Company Secretary, read the Independent Auditors' Report on the Consolidated Financial Statements for the year ended 31st March 2020 and handed over the dais back to the Chairman.

The Chairman then addressed the members. He further informed that Mr. Malay Mukherjee, Independent Director has been unanimously appointed as the Chairman by the Board from the close of the AGM proceedings.

Thereafter, Mr. Rajiv Mittal, Managing Director & Group CEO, made a presentation on the Company business and handed over the dais back to the Chairman.

The Chairman then invited the members who had registered themselves as speakers to speak/ ask questions on the Resolutions as set out in the Notice or on the Annual Report, if any. Few members raised queries on the business & financial performance, CSR, funding, suggestions for dividend payment, other benefits on account of AGM convened through VC/OAVM, MSME vendors, COVID impact and other aspects. The Chairman and Managing Director thanked them and addressed such queries /suggestions.

The resolutions placed before the Members at the 25th AGM related to the following.

ORDINARY BUSINESS:

• 1. Consideration and adoption of audited financial statements of the Company for the financial year ended March 31, 2020, the Reports of the Board of Directors and Auditors & the audited consolidated financial statements of the Company for the financial year ended March 31, 2020. (Passed as Ordinary Resolution with requisite majority)
• 1. Re-appointment of Mr. S Varadarajan (DIN:02353065), who retires by rotation (Passed as Ordinary Resolution with requisite majority)

SPECIAL BUSINESS:

• 1. Re-appointment of Mr. Rajiv Mittal (DIN: 01299110) as Managing Director & Group CEO of the Company (Passed as Ordinary Resolution with requisite majority)
• 1. Appointment of Ms. Vijaya Sampath (DIN: 00641110) as an Independent Woman Director (Passed as Special Resolution with requisite majority)
• 1. Issue of Equity Shares on Preferential Basis (Passed as Special Resolution with requisite majority)
• 1. Issuance of securities by way of Private Placement/ Preferential Allotment/ Further Public Offer. (Passed as Special Resolution with requisite majority)
• 1. Ratification of the Remuneration of Cost Auditor for the financial year 2019-20 (Passed as Ordinary Resolution with requisite majority)

The 25th AGM of the Company concluded at 4.33 PM (IST) (including time allowed for e-voting at the AGM).

The consolidated scrutinizer's report was received from the scrutinizer and accordingly all the resolutions set out in the notice of the AGM were declared as passed and the same was uploaded on the website of the Company and KFin Technologies Private Limited. Further, the results in the prescribed format were notified to the Stock Exchanges under Regulation 44 of SEBI, (Listing Obligations & Disclosure Requirements) Regulations, 2015.

For VA TECH WABAG LIMITED

R SWAMINATHAN COMPANY SECRETARY & COMPLIANCE OFFICER MEMBERSHIP NO: A17696