McNally Bharat Engineering : Annual General Meeting

Minutes of the Fifty-ninth Annual General Meeting of the Shareholders of McNally Bharat Engineering Company Limited held at 3.30 PM on Wednesday, 7th September 2022 through Video Conference/Other Audio Visual Means (OAVM) in Kolkata

PRESENT

Directors & Interim Resolution Professional

Out of 48 Members/Shareholders who joined the AGM through video- conference/electronic means, 39 represented Public and balance 9 represented Promoter/Promoter Group.

1. Chairperson

Mr. Ravi Sethia, appointed as Resolution Professional by the Kolkata Bench of the Hon'ble National Company Law Tribunal vide Order dated 26th August 2022, took the Chair.

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Mr. Ravi Sethia introduced himself to the Shareholders, Directors and other participants at the Meeting and thereafter, requested Mr. Asim Kumar Barman, Independent Director and Chairperson of the Audit Committee, to chair the 59th Annual General Meeting.

Thereupon, Mr. Asim Kumar Barman took the Chair.

1. Quorum
   The quorum, as required under the Companies Act, 2013 being present, the Chairperson called the Meeting to order.
   The Chairperson informed the Shareholders that Mr. Aditya Khaitan, Chairman of the Company had expressed his inability to attend the Meeting due to prior commitments. He also explained that Mr. Nilotpal Roy and Ms. Kasturi Roy Choudhury could not attend the Meeting due to urgent prior commitments.
   Thereafter, the Chairperson welcomed the Shareholders and introduced the Directors present at the Meeting through video-conference.
2. Statutory Registers for Inspection
   The Chairperson announced that Statutory Registers and other documents a referred under the Companies Act 2013 were available to the Shareholders for inspection online as the Meeting was being held through video-conference/otheraudio-visual means.
3. Notice of the Meeting
   The Chairperson, with the consent of the Shareholders present, took the Notice dated 22nd July 2022 convening the Fifty-ninth Annual General Meeting which had been circulated to the Shareholders, as read.
4. The Chairperson's Opening Remarks
   Addressing the Shareholders, the Chairperson briefly apprised them of the following:
5. • The Company vide National Company Law Tribunal ("NCLT") Order dated 29th April 2022 was admitted to Corporate Insolvency Resolution Process (CIRP) under the Insolvency & Bankruptcy
     Code, 2016. The Company's affairs, business and assets have since been managed by Mr. Anuj Jain, Partner -KPMG appointed as the Interim Resolution Professional appointed under the said Order;

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• Vide Order dated 26th August 2022, the NCLT appointed Mr. Ravi Sethia, as the Resolution Professional to continue managing the affairs & operations of the Company as a 'going concern' while preserving and protecting its assets.

The Chairperson delivered a brief speech and expressed optimism that the Corporate Insolvency Resolution Process will find a successful resolution for the Company and resolve the current stressed situation and debt burden.

1. Auditor's Report
   Upon completion of the Chairman's opening remarks, the Independent
   Auditor's Report on the Annual Financial Statement and the Consolidated
   Financial Statement of the Company for the financial year ended 31st March 2022 were read out in accordance with Section 145 of the Companies Act, 2013.
2. Remote E-voting and Ballot voting
   The Chairperson informed the Shareholders that in accordance with Section 108 of the Companies Act, 2013 read wit Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 ("Listing Regulations"), all Shareholders
   have been provided remote e-voting facility through NSDL's e-voting platform between 4th September 2022 to 6th September 2022, in proportion to their shareholding as on the cut-off date of 30th August 2022 in respect of item Nos. 1 to 4 of the Notice of the 59th Annual General Meeting of the Company ("AGM"). The Chairperson further mentioned that for the benefit of shareholders who have not been able to do remote e-voting and are present at the AGM through audio-visual means, arrangements for e-voting

at the AGM have been made to enable them to cast their vote. Shareholders who have already cast their vote by remote e-voting, shall not vote by way

(ACS-32895/CP-16239), Practicing Company Secretary, had been appointed by the Board as the Scrutinizer to conduct voting in fair and transparent manner and to submit the report on the same to the Chairperson within 48 hours of the conclusion of the Annual General Meeting. The combined result, based on Scrutinizer Report for remote e-voting and e-voting at the meeting, on all the Resolutions at the 58th Annual General Meeting will be submitted to the stock exchanges where the shares of the Company are listed, hosted in the Company's website www.mcnallybharat.comand displayed on the Notice Board at the Registered Office of the Company at 4, Mangoe Lane, Kolkata - 700 001, West Bengal.

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The Chairperson added that all efforts feasible under the circumstances have been made by the Company to enable its Shareholders to participate and vote on the items being considered at the Annual General Meeting.

1. Shareholders' queries on the Annual Financial Statements of the
   Company for the Financial Year ended 31st March 2022
   The Chairperson then invited the attending Shareholders who would like to ask questions to the Board of Directors or to make their comments, give
   suggestions and seek clarifications, if any, on the Agenda Items, as set out in the Notice convening the 59th Annual General Meeting. The Chairperson stated that in accordance with Regulation 18(1)(d) of the Listing Regulations, he as the Chairperson of the Audit Committee would respond
   to the Shareholders' queries. Of the 9 Shareholders who had registered themselves as "Speakers" at the 59th AGM, 5 shareholders made representations on virtual platform, namely, Mr. Bimal Krishna Sarkar, Ms. Lily Pradhan, Mr. Manoj Kumar Gupta, Mr. Santosh Kumar Saraf and Mr. Ashit Kumar Pathak. Their queries included inter alia the future plan of the Company, orders booked, position of Corporate Insolvency
   Resolution Process ("CIRP"), reduction in Other Expenses, challenges being posed by the rising costs and inflation, writing off bad & doubtful debts, power & fuel expenses reduction, out of court settlement for certain arbitration cases, flexible working hours post-pandemic, higher Finance Costs, the gradual fall in EPS, challenges currently being faced by the Company in its specific industry-sector, estimated time involved for completion of CIRP. Upon the Shareholders completing their submission, the questions/queries raised by them were suitably replied to and clarified.
   Thereafter, the Chairperson requested the Shareholders present, to participate in the voting through e-voting facility available on the NSDL portal, if they had not already voted through remote e-voting.
   Thanking all the Shareholders for their participation, the Chairperson announced that the proceedings of the Meeting will close after the Shareholders present at the Meeting have cast their vote through e-voting and when the Scrutinizer announces closure of voting through e-voting at the AGM.
   The Company Secretary was authorized to undertake all follow-up action post announcement of the result of voting by the Scrutinizer.
2. E-votingat the AGM and closure of voting
   Mr. Prakash Shaw, Scrutinizer appointed by the Board, conducted the e-voting during the AGM. After ensuring that all the willing Shareholders have cast their vote through e-voting at the AGM, the Scrutinizer blocked the facility of e-voting and announced closure of the voting at about 4.20 PM.

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10. Results of e-voting

Mr. Prakash Shaw, Scrutinizer, submitted his report on both remote

e-voting and e-voting at the AGM on all the Resolutions specified in the Notice convening the 59th Annual General Meeting on 8th September 2022 and declared that all the Resolutions have been passed with requisite majority.

Based on the Scrutinizer Report, the following Resolutions were declared to have been passed with the requisite majority at the 59th Annual General Meeting. The Company Secretary further caused the aforesaid result of voting to be placed on the Notice Board at the Registered Office of the Company and to be displayed in the website of the Company at www.mcnallybharat.comand caused the aforesaid results of the combined voting on the Resolutions to be sent to each of the Stock Exchanges where the Company's shares are listed.

Based on the Company Secretary declaration of results of voting on the Resolutions, the Chairperson directed the Secretary to record the same as part of the Minutes.

Resolution No. 1

(Ordinary Business/ Ordinary Resolution)

To receive, consider and adopt:

1. the audited financial statement of the Company for the financial year ended 31st March 2022, and the Reports of the Directors and the Auditors thereon and
2. the audited consolidated financial statement of the Company for the financial year ended 31st March 2022 and the Report of the Auditors thereon;

"RESOLVED that:

1. the audited Financial Statement of the Company for the Financial Year ended 31st March 2022 together with the
   Directors' Report and Auditor's Report thereon, as circulated to the Shareholders via e-mail be and are hereby adopted and
2. the audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2022 and the Report of the Auditors thereon as circulated to the Shareholders via e-mail be and are hereby adopted."

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