July 13, 201 8 National Stock Exchange of lndia Ltd, Exchange Plaza,Bandra-Kurla Complex, Bandra (East),Mumbai-400 051 Dear Sir, Sub: Disclosure of Outcome of the 92ndAnnual General Meeting (AGM) of the Company held on July 12, 2018 as per Regulation 30 of the SEBI {Listins Obliqations and Disclosure Requirements) Regulations, 2015 (hereinafter 'SEBI Listing Regulations'I At the 92"d Annual General Meeting of the Company held on July 12, 2018 at Walchand Hirachand Hall, Indian Merchants' Chamber, Indian Merchants' Chamber Marg, Churchgate, Mumbai-400 020, all the 10 items of business contained in the Notice of the AGM as below were approved by the shareholders with requisite majority. Resolution No. 1 : Ordinary Resolution for adoption of Audited Standalone & Consolidated Financial Statements of the Company for the year ended March 31, 2018 and the Report of the Board of Directors and Auditors thereon. Resolution No. 2 Special Resolution for re-appointment of Mr. N. R. Acharyulu (DIN: 02010249) as a Non Executive - Non lndependent Director. liable to retire by rotation. Resolution No. 3 : Special Resolution for continuance of Directorship of Mr. Sharad M. Kulkarni (DIN: 00003640), lndependent Director of the Company. Resolution No. 4: Special Resolution for re-appointment of Mr. Ajit Gulabchand (DIN: 00010827) as Chairman & Managing Director of the Company for a period of five years effective from April 1, 201 8 (including terms of remuneration for FY 201 8-1 9) Resolution No. 5 : Ordinary Resolution for payment of Remuneration to Ms. Shalaka Gulabchand Dhawan, Whole-time Director for the period 3othApril, 2018 to 2gthApril, 2019. Resolution No. 6 : Ordinary Resolution for ratification of Remuneration to Cost Auditor for FY 2017-1 8. Resolution No. 7 : Special Resolution for amendment to the existing HCC Employees Stock Option Scheme, to bring the Scheme in conformity with SEBI (Share Based Employee Benefits) Regulations, 201 4. Resolution No. 8 : Special Resolution for extension of the period of conversion of the Optionally Convertible Debentures (OCDs) of face value Rs.1000/- each issued by the Company. Resolution No. 9 : Special Resolution for issue of securities of the Company under Section 42, 62, 71 of the Companies Act, 2013 for an amount not exceeding Rs. 1,000 crore. Hindustan Construction Co Ltd Hincon House, LBS Marg, Vikhroli (West), Murnbai - 400 083, lndia Tel : +91 22 2575 1000 Fax : +91 22 2577 7568 CIN : L45200MH1926PLC001228 Resolution No. 10: . Ordinary Resolution for delivery of documents on the Members through a particular mode, if required by the Member, as per Section 20 of the Companies Act, 2013. The above information be treated as disclosure of outcome of the AGM by the Company in compliance with Regulation 30 of the SEBl Listing Regulations. Thanking you, Yours faithfully, For Hindustan Construction Co. Ltd Venkatesan Arunachalam Company Secretary Cc: BSE Ltd. [~esolutionPassed with the requsite majority I For HINDUSTAN CONSTRUCTION CO. LTD. VENKATESAN ARUNACHAUWZ COMPANY SECRETARY HINDUSTAN CONSTRUCTION CO. LTD. Resolution (2) Resolution required: (Ordinary / Special) lspecial Whether promoter/ promoter group are interested in the agenda/resolution? INO Special Resolution for appointment of a Director, in place of Mr. N. R. Acharyulu (DIN: 02010249), Non Executive - Non Independent Director, who is retiring by rotation and being eligible, offers himself for re-appointment. vo OT : "to M 70 or Votes Votes in Votes Polled on favour on against on Total No. of No. of votes outstandin No. of Votes - No. of Votes - votes votes Promoter/Public Mode of Voting Shares Held polled- g shares in favour against polled polled Postal Ballot (if applicable) 0 1 0.001 01 0 1 0.00l 0.00 Total Total 1015462926 4083309531 40.211 3945213141 138096391 96.621 3.38 - - (~esolutionPassed with the requsite majority 1 For HINDUSTAN CONSTRUCTION CO. LTD. VENKATESAN ARUNACHALAM COMPANY SECRETARY r Aj!~oleual!snba~ aql UJIM passed uo!lniosatll saao~ u! sa~on sawn 10 Oh 10 OA 10 OA 'Aueduro~aya 40 JOJD~J!~~uapuadapu~ '(0~g~0000 : NI~) !u~eyln)( -W pe~eys 40 d!ys~0~3a~!a40 asuenu!~uo~ JOJ uo!~nlosaalepadg juo!~nlosa~/epua6eaya u! paasa~aau!a~e dno.16 J~~OUOJ~/~aaowo~d ~ayaay~ ON I lepadsl (lepads / AJ~u!~JO):pa~!nba~ uo!an(osaa (€1uo!anlosaa 'all '03 NOIl3nalSNO3 NWlSnaNIH (~esolutionPassed with the requsite majority I Note: Mr. Ajit Gulabchand, Promoter, to the extent of remuneration payable to him as Chairman & Managing Director and Ms. Shalaka Gulabchand Dhawan and Mr. Arjun Dhawan, in their capacity as relatives of Mr. Ajit Gulabchand are deemed to be directly/indirectly concerned or interested in this resolution. For HINDUSTAN CONSTRUCTION CO. LTD. VENKATESAN ARUNACHALAM COMPANY SECRETARY Promoter and Resolution Passed with the requsite majority I 'Note: Ms. Shalaka Gulabchand Dhawan, Promoter, to the extent of remuneration payable to her as Whole-time Director and Mr. Ajit Gulabchand, Chairman & Managing Director and Mr. Arjun Dhawan, in their capacity as relatives of Ms. Shalaka Gulabchand Dhawan are deemed to be directly/indirectly concerned or interested in this resolution. For HIMDUSTAN C;Oi\lSTKUCTION C'3. LTD. VENKATESAN ARUNACHALAM COMPANY SECRETARY HINDUSTAN CONSTRUCTION CO. LTD. Resolution (6) Resolution required: (Ordinary / Special) Ordinary Whether promoter/ promoter group are interested in the agenda/resolution? No Ordinary Resolution for ratification of Remuneration to Cost Auditor for FY 2017-18. YTo PT VO OF 70 OT Votes Votes in Votes Polled on favour on against on Total No. of No. of votes outstandin No. of Votes - No. of Votes - votes votes Promoter/Public Mode of Voting Shares Held polled g shares in favour against polled polled l~esolutionPassed with the reausite maioritv I For HINDUSTAN CONSTRUCTION CO. L1D. VENKATESAN ARUNACHALAM COMPANY SECRETARY 'I HINDUSTAN CONSTRUCTION CO. LTD. Resolution (7) Resolution required: (Ordinary / Special) [special Whether promoter/ promoter group are interested in the agenda/resolution? INO Special Resolution for amendment to the existing HCC Employees Stock Option Scheme, to bring the Scheme in conformity with the SEBI (Share Based Employee Benefits) Regulations, 2014 W 01 YO or vo OT Votes Votes in Votes Polled on favour on against on Total No. of No. of votes outstandin No. of Votes - No. of Votes - votes votes Promoter/Public Mode of Voting Shares Held polled g shares in favour against polled polled Public - Institutional Total Total 1015462926 4083314531 l~esolutionPassed with the reausite maioritv I HINDUSTAN CONSTRUCTION CO. LTD. Resolution (8) Resolution required: (Ordinary / Special) l~pecial Whether promoter/ promoter group are interested in the agenda/resolution? INO Special Resolution for extension of the period of conversion of the Optionally Convertible Debentures (OCDs) of face value Rs. 1000/- each issued by the Company. VO VO OT Wo PT r Votes Votes in Votes Polled on favour on against on Total No. of No. of votes outstandin No. of Votes - No. of Votes - votes votes Promoter/Public Mode of Voting Shares Held polled g shares in favour against polled polled - IResolution Passed with the requsite majority For HINDUSTAN CONSTRUCTION CO. LTD. v.Z& VENKATESAN ARUNACHALAM COMPANY SECRETARY Aq~oCewaysnba~ ay~ Y~M passed uo!~nlosatl] 1 00'0 00'005: 0 080STOT82 00'005: 080S105:8Z 6~!40/\-3 oor*Ctz) oor*C(z) Csl [PI oor*[tr) Cz1 [TI IfGll- r11 /&Jl- fml - /tzll - f€l palled palled asu!e6e ~noneju! sa~eys6 palled PlaH SaJerlS 6u!ao~40 apoN 3!1qnd/raaowo~d saaon saaon - saaon 40 .ON - saaon 40 -ON u!pueasano saaon 40 .ON 40 'ON lea01 uo asu!e6e uo ~nonej uo Pallod saao~ u! saao~ sawn 10 Oln 1L) Ob 10 QA 'aJ0.n 000'~sa 6u!paa~xaaou aunowe UP JOJ ETOZ 43~sa!uedw03 aqa 40 TL'29 'ZP uo!pas Japun Auedwo~aya 40 sa!gynDas 40 anss! JOJ uo!an[osaa lepadg juo!gnlosa~/epua6eaya u! paasaJaju! aJe dno~6~aaouro~d /~aaowo~d JaqaaqM ON I le!~adsI (~epads/ A~euipro):pa~!nba~ uo!gnlosaa (6)uo!an~osaa 'all '03 NOIl3fllllSNO3 NVlSnaNIH HINDUSTAN CONSTRUCTION CO. LTD. Resolution (10) Resolution required: (Ordinary / Special) Ordinary Whether promoter/ promoter group are interested in the agenda/resolution? No Ordinary Resolution for delivery of documents on the Members through a particular mode if required by the Member. vo or vo or 70 or Votes Votes in Votes Polled on favour on against on Total No. of No. of votes outstandin No. of Votes - No. of Votes - votes votes Promoter/Public Mode of Voting Shares Held polled g shares in favour against polled polled l~esolutionPassed with the requsite majority 1 For HiNDUSTAN CONSTRUCTlON CO.LTU. VENKATESAN ARUNACHALAM COMPANY SECRETARY ASSOCIATES Company Secretaries Combined Scrutinizer's Report on Remote E-voting & Voting conducted at the 92nd AGM of Hindustan Construction Company Limited (HCC) held on July 12, 2018 at 11 a.m. at Walchand 'Hirachand Hall, Indian Merchants' Chamber, Indian Merchants' Chamber Marg, Churchgate, Mumbai 400 020 To, The Chairman & Managing Director, Hindustan Construction Company Limited Hincon House, LBS Marg, Vikhroli (W), Mumbai - 400083 92nd Annual General Meeting of the Equity Shareholders of Hindustan Construction Company Limited held on Thursday, July 12, 2018 at 11.00 AM at Walchand Hirachand Hall, Indian ~erchants' Chamber, Indian Merchants' Chamber Marg, Churchgate, Mumbai 400 020 Sub: Passing of Resolution(s) through electronic voting and voting by electronic means at the venue of the 92.d AGM pursuant to section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended The Board of Directors of HINDUSTAN CONSTRUCTION COMPANY LIMITED (hereinafter referred to as the "Company" or "HCC") at its meeting held on May 3,2018 has appointed me as the Scrutinizer for the Remote E-voting process as well as to scrutinize the voting by electronic means by the members at the venue of the AGM pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.