Annexure for MGT 7 IX) MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS. C) Committee Meetings : No. of Meetings held -

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

(16)

(17)

Annexure for MGT 7

IX) MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS.

C) Committee Meetings : No. of Meetings held - 15

Sr.

No.

Type of meeting

Date of meeting Total Number of Members as

on the date of the meeting

Attendance

Number of members attended

% of attendance

1 Audit Committee 17-06-2020 4

4 100

5 Nomination and Remuneration Committee

16-06-2020 3

3 100

15-09-2020 3

3 100

10-02-2021 3

3 100

8 Stakeholders Relation Committee 16-06-2020 4

4 100

12 Corporate Social Responsibility Committee

16-06-2020 4

4 100

15-09-2020 4

4 100

10-02-2021 4

4 100

15 Independent Directors 10-02-2021 4

4 100

For ITD Cementation India Ltd.

Company Secretary

(18)

ITD CEMENTATION INDIA LIMITED List of foreign Shareholders as on 31/03/2021 ((FPC))

SLNO NAME/JOINT NAME(S) ADDRESS DATE OF

INCORPORATION

COUNTRY OF INCORPORATION

HOLDING % TO EQT 1 MASSACHUSETTS INSTITUTE OF TECHNOLOGY 77 MASSACHUSETTS AVENUE CAMBRIDGE MA - - 11586000 6.74

2 238 PLAN ASSOCIATES LLC DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI

- - 2572000 1.50

3 EASTSPRING INVESTMENTS INDIA INFRASTRUCTURE EQUITY OPEN LIMITED

SUITE 450 4TH FLOOR BARKLY WHARF EAST LE CAUDAN WATERFRONT PORT LOUIS MAURITIUS

- - 1790942 1.04

4 INDIA AVENUE EQUITY FUND LEVEL 2 575 BOURKE STREET MELBOURNE AUSTRALIA

- - 570000 0.33

5 ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND LLC

260 FRANKLIN STREET BOSTON MASSACHUSETTS - - 537231 0.31

6 EMERGING MARKETS CORE EQUITY PORTFOLIO (THE PORTFO LIO) OF DFA INVESTMENT DIMENSIONS GROUP INC. (DFAI DG)

6300 Bee Cave Road Building One Austin Texas 78746 USA

- - 290973 0.17

7 THE EMERGING MARKETS SMALL CAP SERIES OF THE DFA I NVESTMENT TRUST COMPANY

- - 280853 0.16

8 THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SY STEM-ACADIAN ASSET

MANAGEMENT

401 CONGRESS AVENUE SUITE 2800 AUSTIN TEXAS

- - 217279 0.13

9 DIMENSIONAL EMERGING MARKETS VALUE FUND

- - 187582 0.11

10 OPSEU PENSION PLAN TRUST FUND 1 Adelaide Street East Suite 1200 - - 176350 0.10

(19)

11 BUMA-UNIVERSAL-FONDS I THEODOR-HEUSS-ALLEE 70 FRANKFURT AM MAIN HESSEN

- - 97128 0.06

12 TEACHERS RETIREMENT SYSTEM OF THE CITY OF NEW YORK

55 WATER STREET NEW YORK NEW YORK - - 48966 0.03

13 ALASKA PERMANENT FUND 801 WEST 10TH STREET JUNEAU ALASKA - - 45839 0.03

14 ACADIAN EMERGING MARKETS EQUITY FUND 200 CLARENDON ST 52ND FLOOR BOSTON MASSACHUSETTS

- - 44868 0.03

15 ACADIAN EMERGING MARKETS PORTFOLIO ONE FREEDOM VALLEY DRIVE OAKS PENNSYLVANIA

- - 38041 0.02

16 CITY OF NEW YORK GROUP TRUST ONE CENTRE STREET NEW YORK NY 10007 2341 - - 35238 0.02

17 EMERGING MARKETS SOCIAL CORE EQUITY PORTFOLIO OF D FA INVESTMENT

DIMENSIONS GROUP INC.

- - 35112 0.02

18 EMERGING MARKETS CORE EQUITY FUND OF DIMENSIONAL F UNDS ICVC

20 Triton Street Regents Place London NW1 3BF U K

- - 33990 0.02

19 EMERGING MARKETS TARGETED VALUE FUND OF THE DIMENS IONAL FUNDS II PUBLIC LIMITED COMPANY

25/28 NORTH WALL QUAY DUBLIN I - - 25081 0.01

20 WORLD EX U.S. CORE EQUITY PORTFOLIO OF DFA INVESTM ENT DIMENSIONS GROUP INC.

- - 22260 0.01

21 AMERICAN CENTURY ETF TRUST-AVANTIS EMERGING MARKET S EQUITY ETF

DEUTSCHE BANK AG, DB HOUSE, HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI

- - 21419 0.01

(20)

22 T.A. WORLD EX U.S. CORE EQUITY PORTFOLIO OF DFA IN VESTMENT DIMENSIONS GROUP INC.

- - 13955 0.01

23 KUBER CAPITAL FUND BNP PARIBAS HOUSE 1 NORTH AVENUE, MAKER MAXITY BANDRA KURLA COMPLEX, BANDRA EAST MUMBAI

- - 10790 0.01

24 EMERGING MARKETS SUSTAINABILITY CORE 1 PORTFOLIO

CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI

- - 9348 0.01

25 WORLD EX U.S. TARGETED VALUE PORTFOLIO OF DFA INVE STMENT DIMENSIONS GROUP INC.

- - 8815 0.01

26 DFA AUSTRALIA LIMITED AS RESPONSIBLE ENTITY FOR DI MENSIONAL EMERGING MARKETS TRUST

Level 43 1 Macquarie Place Sydney NSW - - 7254 0.00

27 LOS ANGELES CITY EMPLOYEES RETIREMENT SYSTEM

202 West First Street Suite 500 Los Angeles California

- - 6293 0.00

28 EMERGING MARKETS VALUE FUND OF DIMENSIONAL FUNDS P LC

25/28 NORTH WALL QUAY DUBLIN 1 - - 6140 0.00

29 QUEENSLAND INVESTMENT TRUST NO 2 Level 5 66 Eagle Street Brisbane - - 6111 0.00

30 CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN

360 E Second Street Suite 600 Los Angeles CA 5831 0.00

31 DIMENSIONAL FUNDS PLC - MULTI-FACTOR EQUITY FUND

25/28 NORTH WALL QUAY DUBLIN 1 - - 4431 0.00

32 CC&L Q EMERGING MARKETS EQUITY FUND 1111 WEST GEORGIA ST SUITE 2200 VANCOUVER B C CANADA

- - 744 0.00

TOTAL: 18736864 10.91

(21)

1

PARIKH & ASSOCIATES

^Office

COMPANY SECRETARIES

^{111, 11}^thFloor, Sai-Dwar CHS Ltd Sab TV Lane, Opp Laxmi Industrial Estate, Off Link Road, Above Shabari Restaurant, Andheri (W), Mumbai : 400053

Tel No 26301232 / 26301233 / 26301240 Email : cs@parikhassociates.com parikh.associates@rediffmail.com

FORM NO. MGT-8

[Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management and Administration) Rules, 2014]

CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE

We have examined the registers, records and books and papers of

ITD Cementation India Limited

(the Company) CIN No. L61000MH1978PLC020435 having its Registered Office at

National Plastic Building, A- Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai - 400057

, as required to be maintained under the Companies Act, 2013 (the Act) and the rules made there under for the financial year ended on 31

^st

March 2021. In our opinion and to the best of our information and according to the examinations carried out by us, the information to the extent provided to us electronically, explanations furnished and representations made to us by the Company, and considering the relaxations granted by the Ministry of Corporate Affairs warranted due to the spread of the COVID-19 pandemic, we certify that:

A. the Annual Return states the facts as at the close of the aforesaid financial year correctly and adequately.

B. during the aforesaid financial year the company has generally complied with provisions of the Act & Rules made thereunder in respect of :

1. its status under the Act.

2. maintenance of registers/records & making entries therein within the time prescribed therefor;

3. filing of forms and returns as stated in the annual return, with the Registrar of Companies and other authorities;

4. calling/convening/holding meetings of Board of Directors, committees and the meetings of the members of the company on due dates as stated in the annual return in respect of which meetings, proper notices were given and the proceedings including the circular resolutions have been properly recorded in the Minute Book / registers maintained for the purpose.

No Resolution was passed through Postal ballot;

(22)

2

Parikh & Associates Continuation Sheet

5. closure of Register of Members;

6.

no advances/loans have been made to its directors and/or persons or firms or companies referred in section 185 of the Act;

7. there were no contracts/arrangements with related parties as specified in section 188 of the Act except the transactions in the ordinary course of business and which were at arm’s length basis;

8. transmission of shares and issue of security certificates in all instances; as applicable

there was no transfer/issue or allotment or buy back of securities/redemption of preference shares or debentures/alteration or reduction of share capital/conversion of shares/ securities during the year;

9. keeping in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act ; as applicable

10. declaration/payment of dividend.

transfer of unpaid/unclaimed dividend/ other amounts as applicable to the Investor Education and Protection Fund in accordance with section 125 of the Act;

11. signing of audited financial statement as per the provisions of section 134 of the Act and report of directors is as per sub-sections (3),(4) and (5) thereof;

12. appointment/re-appointments/ disclosures of the Directors, Key Managerial Personnel and the remuneration paid to them as applicable;

13. appointment /re-appointment of auditors as per the provisions of section 139 of the Act;

14. no approvals were required to be taken from the Central Government, Tribunal, Regional Director, Registrar, Court or such other authorities under the various provisions of the Act;

15. the Company has not accepted any Fixed Deposits during the year;

(23)

3

Parikh & Associates Continuation Sheet

16. borrowings from public financial institutions, banks and others and creation/modification/satisfaction of charges in that respect.

there were no borrowings from the Directors or members during the year;

17. there were no Loans and investments or guarantees given or providing of securities to other bodies corporate or persons falling under the provisions of section 186 of the Act during the year;

18.

there had been no alteration of the provisions of the Memorandum and/ or Articles of Association of the Company during the year.

For Parikh & Associates Place: Mumbai Company Secretaries Date : _____________

Signature:

Name of Company Secretary :

P. N. Parikh

C.P.No. :

1228

UDIN: ______________

This Report is to be read with our letter of even date which is annexed as Annexure A to Form MGT-

8 and Forms an integral part of this report.

(24)

4

Parikh & Associates Continuation Sheet

‘Annexure A to Form MGT-8’

To,

ITD Cementation India Limited

Our Certificate on the Annual Return (Form MGT-8) of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records.

The verification was done on test basis to ensure that correct facts are reflected in the Annual Return (Form MGT-7). We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. The Compliance of the provisions of Companies Act, 2013, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of records on test basis.