Zensar Technologies Ltd. — AGM Information 2020

Sep 23, 2020

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Registered Office : Zensar Technologies Limited Zensar Knowledge Park, Plot No. 4, MIDC Kharadi,

Off Nagar Road, Pune 411014, India. Tel: +91 (20) 6607 4000, 27004000 Fax: +91 (20) 6605 7888, CIN: L72200PN1963PLC012621

Date: September 23, 2020

BSE Limited

The National Stock Exchange of India Ltd.

Corporate Service Department, Exchange Plaza, 03[rd] floor, 01[st] Floor, P. J. Towers, Plot No. C/1, ‘G’ block, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai 400 001 Mumbai 400 051 Fax: (022) 2272 2039/2272 3121 Fax: (022) 26598237/26598238 Scrip ID: ZENSARTECH Symbol: ZENSARTECH Scrip Code: 504067 Series: EQ

Sub: Proceedings of the 57[th] Annual General Meeting of the Company

Dear Sir(s),

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed proceedings of the 57[th] Annual General Meeting (AGM) of the Company held on Wednesday, September 23, 2020 at 11.00 a.m.

The above information will be uploaded on the website of the Company i.e www.zensar.com and on the website of National Securities Depository Limited i.e. www.nsdl.co.in.

This is for your information and dissemination purpose.

Thanking you,

Yours sincerely,

For Zensar Technologies Limited Gaurav Tongia Company Secretary

Encl. as above

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Registered Office : Zensar Technologies Limited Zensar Knowledge Park, Plot No. 4, MIDC Kharadi,

Off Nagar Road, Pune 411014, India. Tel: +91 (20) 6607 4000, 27004000 Fax: +91 (20) 6605 7888, CIN: L72200PN1963PLC012621

Brief proceedings of the 57[th] Annual General Meeting of Zensar Technologies Limited (‘the Company’), held on Wednesday, September 23, 2020

The Fifty Seventh Annual General Meeting (‘AGM’) of the Company was held on Wednesday, September 23, 2020 at 11:00 a.m. (IST) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) 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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

Mr. H. V. Goenka, Chairman of the Company, chaired the meeting and after ascertaining the quorum, called the meeting to order at 11:00 a.m. Total 56 Members were present at the AGM through the VC/OAVM facility provided through WebEx and Webcast facility of National Securities Depository Limited (NSDL).

The Chairman commenced the proceedings by welcoming the Members to the AGM. The Chairman informed the Members that in view of the continuing COVID-19 pandemic, and to ensure social distancing norms, the Annual General Meeting of the Company was convened through Video Conferencing or Other Audio-Visual Means, in accordance with various circulars issued by MCA in this regard and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

The Chairman then introduced the members of the Board who were attending the meeting. It was informed that Mr. Venkatesh Kasturirangan and Mr. Ben Druskin, Independent Directors of the Company, could not attend this AGM. Mr. Navneet Khandelwal, Chief Financial Officer and Mr. Gaurav Tongia, Company Secretary were in attendance. The Chairman then informed that the representatives of Statutory Auditors viz., ‘Deloitte Haskins & Sells LLP’ and Secretarial Auditors viz., ‘SVD & Associates’ were also attending this meeting.

The Chairman also informed the Members that there was no proxy facility available for this meeting, as it was dispensed by MCA while other statutory registers were available for inspection electronically. Thereafter, the Chairman took the Notice already sent to the Members as read. He then mentioned that the Statutory Auditor's Report as well as Secretarial Auditor's Report did not contain any qualification, observation or comment, hence, it was not required to read the same, at the meeting.

The Chairman addressed the meeting, inter-alia, highlighting the industry scenario, financial performance of the Company, highlights of FY 2019-20 and measures taken during the COVID-19 pandemic situation, etc.

Mr. Gaurav Tongia, Company Secretary of the Company, informed the Members that the Company had provided the facility of ‘remote e-voting’ for voting on the resolutions contained in the Notice convening the AGM, between September 20, 2020 to September 22, 2020. He then informed that the Company had also provided the facility to vote at the meeting, through the e-voting platform of NSDL to those Members who did not exercise their right to vote through remote e-voting. He further informed that Mr. Sridhar Mudaliar, Partner, M/s. SVD & Associates, Practicing Company Secretaries, was present as the Scrutinizer for remote e-voting as well as e-voting at the AGM and the Scrutinizer would hand over the combined report on voting within the statutory timeline, which shall be filed with the stock exchanges and uploaded on the website of the Company and that of NSDL.

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Registered Office : Zensar Technologies Limited Zensar Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India. Tel: +91 (20) 6607 4000, 27004000 Fax: +91 (20) 6605 7888, CIN: L72200PN1963PLC012621

The Chairman then informed that the Company had provided the facility to the Members to register themselves in advance, during the prescribed period given in the notice to the AGM, by sending request from their registered email ID to express their views or ask questions during the AGM. The Company had not received any such registration, during the prescribed period.

The Chairman thanked the Members for attending the Meeting and declared the meeting as concluded and informed that those Members who have not voted through remote e-voting may cast their votes during next 15 minutes and authorised the Company Secretary of the Company to receive the voting results and intimate same to the stock exchanges.

Items of business as mentioned in the Notice convening the AGM, which were put to vote through remote e-voting and e-voting at the AGM:

S. No.	Business conducted at the AGM	Type of Resolution
1.	Adoption of Accounts	Ordinary
2.	Confirmpayment of Interim Dividend	Ordinary
3.	Re-appointment of H. V. Goenka	Ordinary
4.	Appointment of Radha Rajappa as Non-Executive, Independent Director	Ordinary

All the resolutions as set out in the Notice of the AGM were duly approved by the members with requisite majority.

The AGM concluded at 11:27 AM (IST) (including the time allowed for e-voting at the AGM).