HAL ______1~-~ii-t ~‘ii1≥q~ci 1~iI~≥~s~M~1HINDUSTAN AERONAUTICS UMITED

CORPORATE OFFICE

COISECI4(7)/2020/ BSE & NSE Filing/41 ~ October, 2020

BSE Limited National Stock Exchange of India LtdListing Department Listing DepartmentPhiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No C/i,Dalal Street, G Block, Bandra-Kurla Complex,Mum bai — 400 001 Bandra (E)

Mum bai — 400051

Dear Sir! Madam,

Sub: Proceedings of 57~” Annual General Meeting of the Companyheld on 30th September, 2020

Ret: BSE Scrip Code: 541154, NSE Symbol: HAL***

In terms of Regulation 30 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, we are enclosing herewith the summary ofproceedings of the 57tI~ Annual General Meeting (AGM) held on 30th September,2020.

2. This is for your information and record, please

Thanking you,

Yours FaithfullyFor Hindustan Aeronautics Ltd

(G V Sesha Reddy)Company Secretary & Compliance Officer

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SUMMARY OF PROCEEDINGS OF 57TH ANNUAL GENERAL MEETINGOF HINDUSTAN AERONAUTICS LIMITED

The 57th Annual General Meeting (AGM) of the Members of HindustanAeronautics Limited was held on Wednesday, September 30, 2020 at 3.00P.M (1ST) through Video Conferencing (VC) / Other Audio Visual Means(OAVM) in compliance with the applicable provisions of the CompaniesAct, 2013 and as per the General Circular No. 14/2020 dated April 8,2020, General Circular No. 17/2020 dated April 13, 2020 and GeneralCircular No. 20/2020 dated May 5, 2020 issued by the Ministry ofCorporate Affairs (MCA) and Circular No.SEBI/HO/CFD/CMDI/CIRJP/2020/79 dated May 12, 2020 issued bySecurities Exchange Board of India (SEBI).

The following Directors were present:

SI.No. Name of the Director

1. ShriRMadhavan

3.

Shri Arup Chatterjee

Shri C BAnanthakrishnan

4. Shri M S Velpari

5. ShriAlokVerma

6. Shri Chandraker BhartiJoint Secretary (Aero)

Designation

Chairman and ManagingDirector

Director (Engg.& R&D)

Director (Finance) & CEO

Director (Operations)

Director (HR)

Government NomineeDirector

Attendedthrough VCfromRegistered &CorporateOffice,Ben ealuruBengaluru

Registered &CorporateOffice,Ben • aluruRegistered &CorporateOffice,Ben .aluruRegistered &CorporateOffice,Ben .aluruNew Delhi

7. Shri Anil Kumar Independent Director,Chairman of AuditCommittee and Member ofNomination &Remuneration Committee

Chandigarh.

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8. Shri Siddharth Independent Director, New DelhiChairman of theStakeholders RelationshipCommittee

9. Shri Neelakanta lyer R Independent Director Trivandrum

10. Rear Admiral K C Sekhar Independent Director, and BengaluruAVSM, VSM (Retd.) Member of Nomination &

Remuneration Committee

II. Dr. S Malla Reddy Independent Director Hyderabad.

In Attendance:

SI. ‘ Name of the Officials Designation Attended throughNo. VC fromI Shri G V Sesha Reddy Company Secretary Registered &

Corporate Office,Bengal uru

2 Shri Thirupal Gorige Designated Partner, BengaluruM/s Thirupal Gorige& Associates LLP(Scrutinizer)Practicing CompanySecretary

3 Shri K.V. Srinivasan Partner, Maharaj N ChennalR Suresh & Co,CharteredAccountants

4 Ms. P. Dakshayani Partner, DPSP and BengaluruAssociates,Secretarial Auditor

Members Present: 75 Members attended through video conferencing.

The meeting commenced at 03.00 PM and concluded at 04.05 PM.

Shri R Madhavan, Chairman and Managing Director, chaired theproceedings of the Meeting. The Chairman informed the Members that thisAnnual General Meeting is being held through Video Conferencing (VC) inaccordance with the circular issued by the Ministry of Corporate Affairsand SEBI. He called upon other Directors to introduce themselves.

The Chairman called the meeting to order as requisite quorumpresent. The Chairman welcomed all Members, Directors, CEOs, Auoiand other invitees joining over VC.

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The Chairman thereafter requested the Company Secretary to brief themembers regarding general instructions for participation in the 57th AnnualGeneral Meeting. The Company Secretary informed that the Company hasenabled the Members to participate at the 57th ACM through the videoconferencing facility provided by KFin Technologies Private Limited,Registrars and Transfer Agent of the Company. It was further informedthat in accordance with the provisions of the Companies Act, 2013 andSEBI Listing Regulations, Members have been provided the facility toexercise their right to vote by electronic means, both through remote evoting and e-voting at the ACM. It was also informed that the memberswho have not already cast their vote through remote e-voting can casttheir vote at the meeting through insta-poll facility. The Company hadappointed M/s Thirupal Corige & Associates LLP, Practicing CompanySecretary, as the Scrutinizer for the purpose of scrutinizing the process ofremote e-voting and Insta-poll during the ACM.

Thereafter, the Chairman addressed the members and briefed about theoperations and performance of the Company.

Notice convening the ACM, the Report of Board of Directors, Auditor’sReport, comments of Comptroller & Auditor General of India andSecretarial Auditor’s Report were taken as read, as the same wascirculated to the members by e-mail. It was also informed that the Registerof Directors and Key Managerial Personnel and their Shareholding andRegister of Contracts were available electronically for inspection.

Thereafter, the following items of business, as per the Notice of ACM weretransacted:

1. Adoption of Audited Standalone Financial Statements of theCompany and Consolidated Financial Statements for thefinancial year ended on March 31, 2020, together with theBoard’s Report and the Auditors’ Report thereon and Commentsof the Comptroller & Auditor General of lndia.(OrdinaryResolution)

2. Confirmation of payment of Interim Dividend of Rs.33.25 perequity share paid in March, 2020 as final dividend for theFinancial Year 201 9-20.(Ordinary Resolution)

3. Appointment of a Director in place of Shri M S Velpari, (DIN -08516652) who retires by rotation and being eligible,himself for re-appoi ntment.(Ordinary Resolution)

4. Appointment of a Director in place of Dr. Tessy Thomas, (DIN -08189164) who retires by rotation and being eligible, offersherself for re-appoi ntment.(Ordinary Resolution)

5. Fixation of remuneration of Statutory Auditors for the financialyear 2020-21 .(Ordinary Resolution)

6. Appointment of Shri Alok Verma (DIN:08652280) as Director(Human Resources) of the Company who was appointed as anAdditional Director and designated as Director (HumanResources) of the Company by the Board of Directors with effectfrom January 1, 2020. (Ordinary Resolution)

7. Ratification of the remuneration payable to the Cost Auditor ofthe Company for the financial year 2019-20.(Ordinary Resolution)

8. Ratification of the remuneration payable to the Cost Auditor ofthe Company for the financial year 2020-21 .(Ordinary Resolution)

Thereafter, queries raised by the members were answered.

The Chairman informed the members that results of e-voting will bedeclared within 48 Hrs from the conclusion of the meeting and uploadedon the website of the Company and KFin Technologies Private Limited,the agency providing e-voting facility. The result will also be informed tothe Stock Exchanges viz, the BSE Ltd and National Stock Exchange ofIndia Ltd. where the shares of the Company are listed.

Thereafter, the meeting ended with a vote of thanks to chair.

By Order of the Board of DirectorsFor Hindustan Aeronautics Limited

(G V Sesha Reddy)Company Secretary

Place: BengaluruDate: 1st October, 2020