Zensar Technologies Ltd. — AGM Information 2021

Sep 29, 2021

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September 29, 2021

BSE Limited

Corporate Service Department, 1[st] Floor, P. J. Towers, Dalal Street, Mumbai 400 001

Fax: (022) 2272 2039/2272 3121

Scrip ID: ZENSARTECH Scrip Code: 504067

The National Stock Exchange of India Ltd. Exchange Plaza, 3[rd] floor, Plot No. C/1, ‘G’ block, Bandra Kurla Complex, Bandra (E), Mumbai 400 051

Fax: (022) 26598237/26598238

Symbol: ZENSARTECH Series: EQ

Sub: Proceedings of 58[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 and other provisions, as applicable, please find enclosed proceedings of 58[th ] Annual General Meeting (AGM) of the Company held on Tuesday, September 28, 2021 at 3.00 p.m. (IST), through Video Conferencing/Other Audio Visual Means (‘VC/OAVM’).

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

This is for your information and records.

Thanking you,

Yours sincerely,

For Zensar Technologies Limited

Gaurav Tongia Company Secretary Encl. as above

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www.zensar.com Zensar Technologies Limited, Zensar Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, investor@zensar.com Pune 411014

CIN: L72200PN1963PLCO12621 +(20) 6607 4000, 2700 4000

+(20) 6605 7888

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Brief proceedings of 58[th] Annual General Meeting of Zensar Technologies Limited (‘the Company’), held on Tuesday, September 28, 2021

The Fifty Eighth Annual General Meeting (‘AGM’) of the Company was held on Tuesday, September 28, 2021 at 3:00 p.m. (IST) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), interalia, in compliance with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020 and General Circular No. 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs (‘MCA’) and Circulars dated May 12, 2020 and January 15, 2021 issued by Securities & Exchange Board of India (SEBI) and in compliance with the applicable provisions of the Companies Act, 2013 (‘The ‘Act’) 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 3:00 p.m. Total 53 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 and SEBI in this regard and in compliance with the applicable provisions of the Act and the Listing Regulations.

The Chairman then introduced the members of the Board who were attending the meeting and in particular confirmed the presence of Mr. A.T. Vaswani, Chairman of Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. It was further 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 in view of meeting(s) being held through VC/OAVM, 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 2020-21 and measures taken during COVID-19 pandemic situation, etc.

Mr. Gaurav Tongia, Company Secretary of the Company, informed the Members that as per the provisions of Section 108 Companies Act, 2013 and Regulation 44 SEBI (Listing Obligation and Disclosure) Requirement 2015 the Company had provided facility of ‘remote e-voting’ for voting on resolutions contained in the Notice convening the AGM, from September 25, 2021 from 9:00 a.m. (IST) to September 27, 2021 upto 5:00 p.m. (IST). He then informed that the Company had also provided the facility to vote at the meeting, through 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 appointed 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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The Chairman then invited a Member who had registered himself as a Speaker in advance by sending request to express his views/ask questions in the AGM. The Chairman then replied to the queries raised at the AGM.

The Chairman thanked 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 the same to Stock Exchanges and website of the company

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 were as under:

S. No.	Business conducted at the AGM	Type of Resolution
1.	Adoption of Accounts a) the Audited Standalone 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; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2021 together with the Reports of the Auditors thereon.	Ordinary
2.	Confirmpayment of Interim Dividend and declare Final Dividend
3.	Re-appointment of Anant Vardhan Goenka(DIN:02089850)
4.	Approval forpayment of Commission to Non-Executive Director(s)	Special

All the 4 resolutions as set out in the Notice of the AGM were duly approved by the members with requisite majority.

The AGM concluded at 03:45 p.m. (IST), including the time allowed for e-voting at the AGM.

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