Aditya Ispat Ltd. - AGM Information 2019

ADITYA ISPAT LIMITED

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Deeters in : All Kinds of !RON & WorKR: Pict No,20, Phase - V, Jeeci1metla,Hydembad - 500055

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07.09.2019

To The Secretary Dept. of Corporate Services The Bombay Stock Exchange Ltd P.J.Towers. Dalal Street MUMBAl-400 001

Ref: Scrip Code 513513

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Sub: NOTICE OF 28[TH ] ANNUAL GENERAL MEETING (AGM)

Sir/madam

Pursuant to Regulation 30 of Securities Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations 2015, please find attached notice of 28 [th ] AGM of the company to be held on 30 [th ] September,2019.

Please take the above intimation on records and acknowledge the receipt.

Thanking you Yours faithfully For 1D1�� LIMITED (JVO.}!jBRA SINGI) Company Secretary/Compliance Officer CC: To The Calcutta Stock Exchange Ltd.

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Website: wwv,uJdfiyalspat.com E-ma!f: [email protected]

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·'

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ADITYA ISPAT LIMITED

CIN NO. L27109TG1990PLC012099 Registered Office: Plot No. 20, Phase V, IDA, Jeedimetla, Hyderabad - 500 055, India Website : www.adityaispat.com | Email: [email protected] | Phone:+914023773675, Fax: +914023746169

NOTICE

NOTICE is hereby given that the Twenty Eighth Annual General Meeting of the Shareholders of the Company will be held at Rajasthani Graduates Association, Snatak Bhavan, 5-4-790/1, 1[st] Floor, Abids, Hyderabad – 500 001 on Monday, 30[th] September, 2019 at 10.30 A.M. to transact the following businesses:

ORDINARY BUSINESS:

To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31st March 2019, together with the Reports of the Board of Directors and Auditors thereon.
To appoint a director in place of Smt Usha Chachan (DIN:02304178),who retires by rotation, and being eligible, offers herself for reappointment.

SPECIAL BUSINESS:

Reappointment of Mr Sanjay Solanki as an Independent Director

To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 178 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification (s) or re-enactment(s) thereof for the time being inforce), and Regulation 16 (1) (b) and other applicable regulations of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as amended from time to time, Mr. Sanjay Solanki (DIN:02378551), holding office as an Independent Director upto 30th September, 2019 and who is eligible for re-appointment and who meets the criteria for independence as provided in the Act along with Rules framed thereunder and Listing Regulations and who has submitted a declaration to that effect be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation to hold office for a second term of five consecutive years with effect from 1st October,2019 upto 30th September 2024.

RESOLVED FURTHER THAT pursuant to the provisions of Section 149, 197 and any other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), Mr. Sanjay Solanki be paid such fees and commission as the Board may approve from time to time and subject to such limits prescribed or as may be prescribed from time to time.

RESOLVED FURTHER THAT , the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things and give such directions as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and also to the extent permitted by law, all or any of the powers herein conferred to any committee of Directors or the Managing Director or any Director(s) or any other Key Managerial Personnel or any other officer(s) of the Company in order to give effect to this Resolution.

Reappointment of Mr. Swamy S B Das as an Independent Director

To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution :

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 178 read with Schedule IV and other

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applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification (s) or re-enactment(s) thereof for the time being in force), and Regulation 16 (1) (b) and other applicable regulations of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as amended from time to time , Mr. Swamy S B Das ( DIN:01932558), holding office as an Independent Director upto 30th September, 2019 and who is eligible for re-appointment and who meets the criteria for independence as provided in the Act along with Rules framed thereunder and Listing Regulations and who has submitted a declaration to that effect be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation to hold office for a second term of five consecutive years with effect from 1st October,2019 upto 30th September 2024 and also to continue to hold the position of Non-Executive Independent Director beyond 75 years of age

RESOLVED FURTHER THAT pursuant to the provisions of Section 149, 197 and any other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), Mr. Swami S B Das be paid such fees and commission as the Board may approve from time to time and subject to such limits prescribed or as may be prescribed from time to time

Appointment of Mr S K Chirania as an Independent Director

To consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

“RESOLVED that pursuant to the provisions of Section 149, 150, 152, 178 and any other applicable provisions of the Companies Act, 2013 and rules made there under (including statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification (s) or reenactment(s) thereof for the time being inforce), and Regulation 16 (1) (b) and other applicable regulations of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as amended from time to time, Mr. Shiv Kumar Chirania (DIN 08555301), who was appointed by the Board of Directors as an additional director of the Director of the Company with effect from 14[th] August,2019,and who holds office upto the date of forthcoming Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act,2013 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a terms of 5 (five) consecutive years on the Board of the Company w.e.f. 30th September 2019.”

RESOLVED FURTHER THAT pursuant to the provisions of Section 149, 197 and any other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), Mr. S K Chirania be paid such fees and commission as the Board may approve from time to time and subject to such limits prescribed or as may be prescribed from time to time.

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extent permitted by law, all or any of the powers herein conferred to any committee of Directors or the Managing Director or any Director(s) or any other Key Managerial Personnel or any other officer(s) of the Company in order to give effect to this Resolution.

To consider and if thought fit to pass, with or without modification(s), the following resolution as an Special Resolution :

“RESOLVED that pursuant to the provisions of applicable regulations of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as amended from time to time, the approval of the Company be and is hereby accorded for the continuation of Mr S.K. Kabra (DIN:01280980),aged 75 years as Non- Executive Director of the Company, who is liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the provisions of Section 149, 197 and any other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), Mr. S K Kabra be paid such fees and commission as the Board may approve from time to time and subject to such limits prescribed or as may be prescribed from time to time

RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things and give such directions as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and also to the extent permitted by law, all or any of the powers herein conferred to any committee of Directors or the Managing Director or any Director(s) or any other Key Managerial Personnel or any other officer(s) of the Company in order to give effect to this Resolution

By order of the Board Sd/Place: Hyderabad (Mrs. Jyoti Kabra Singi) Dated : 14.08.2019 Company Secretary & Compliance Officer

NOTES:

A member entitled to attend and vote at the Meeting may appoint a proxy to attend and, to vote instead of himself/herself. A Proxy need not be a member of the Company. Proxies, in order to be effective, must be deposited with the Company not less than forty-eight hours before the meeting. Proxies submitted on behalf of limited companies, societies, partnership firms, etc. must be accompanied by appropriate resolution/ authority as applicable, issued on behalf of the nominating organization.

A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate shares not more than 10 percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

A statement pursuant to Section 102(1) of the Companies Act, 2013 (Act) relating to the special businesses to be transacted at the 28[th] AGM is annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during business hours except on Saturdays, Sundays and Public holidays up to and including the date of the Annual General Meeting and also at the Meeting
In accordance with the Companies Act, 2013 read with the Rules, the Notice of the AGM along with the Annual Report for 2018-2019 are sent by electronic mode to those members whose e-mail addresses are registered with the Company / Depositories, unless any member has requested for a physical copy of the same. For members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

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The business set out in the Notice will be transacted through remote electronic voting system and the Company is providing facility for voting by remote electronic means. Instructions and other information relating to the E-voting are given in the Notice under Note No. 21. Members attending the meeting, who have not cast their vote by remote e-voting, shall be able to exercise their right to vote at the meeting through ballot papers.
The Register of Members and Share Transfer Books of the Company will remain closed from 23[rd] September, 2019 to 30[th] September, 2019 (both days inclusive) for the purpose of AGM.
Information regarding particulars of Directors seeking appointment/re-appointment requiring disclosure in terms of Regulations 26(4) and 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Listing Regulations]; Secretarial Standards on General meetings issued by the Institute of Company Secretaries of India [SS-2]; and the explanatory statement under section 102 of the Act, are annexed as Annexure 1. The Company has received the consents / declarations for their appointments / re-appointments under the Companies Act, 2013 and the rules thereunder.
Members holding shares in electronic mode:
(a) are requested to submit their PAN and bank account details to their respective DPs with whom they are maintaining their demat accounts.
(b) are advised to contact their respective DPs for registering the nomination.
(c) are requested to register / update their e-mail address with their respective DPs for receiving all communications from the Company electronically
Accordingly, the Company/XL SOFTECH SYSTEMS Limited has stopped accepting any fresh lodgement of transfer of shares in physical form. Members holding shares in physical form are advised to avail of the facility of dematerialisation.
The Company’s equity shares are compulsorily traded in dematerialized form. Members holding equity shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for the ease of portfolio management.
The Securities & Exchange Board of India (SEBI), has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.
To support the ‘Green Initiative’, the Members are requested to register their email addresses with the Company or Registrar and Share Transfer Agents of the Company to [email protected] or [email protected] or with the Depositories for receiving all communication, including Annual Report, Notices and Documents through e-mail instead of physical copy.
Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or Company’s Registrar and Share Transfer Agent –XL Softech Systems Limited for the same.
The Notice of AGM, Annual Report, Attendance Slip and Proxy Form are being sent in electronic mode to the Notice of AGM, Annual Report, Attendance Slip and Proxy Form are being sent in electronic mode to Members whose e-mail IDs are registered with the Company or the Depository Participant(s) unless the Members have registered their request for a hard copy of the same. Physical copies of the said documents are being sent to those Members who have not registered their e-mail IDs with the Company or Depository Participant(s). Members who have received the Notice of AGM, Annual Report and Attendance Slip in electronic mode are requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the registration counter to attend the AGM.

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Non-resident Indian Members are requested to inform Company’s Registrar and Share Transfer Agent, XL Softech Systems Limited, immediately of: a) Change of their residential status on return to India for permanent settlement. b) Particulars of their bank account maintained in India with Complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
The Notice of the Meeting will also be available on the Company’s website http:/ www.adityaispat.com and the website of CDSL at http:/www.evotingindia.co.in. The Route Map to the venue of the Meeting is also annexed for the convenience of the Members.
Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.
In case of joint holders, attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
As per the provisions of Section 72 of the Companies Act 2013, facility for making nomination is now available to INDIVIDUALS holding shares in the company. Member holding shares in the physical form may obtain the Nomination Form from the Company or its RTA or can download the form from the Company’s website viz. www.adityaispat.com. Members holding shares in electronic form have to approach their DPs for completing the nomination formalities.
All documents referred to the accompanying Notice and Explanatory Statement shall be open for Inspection at the Registered Office of the Company during 10.00 am to 12.00 pm on all working Days except Saturdays, up to and including the date of Annual General Meeting of the Company.
A route map giving direction to reach the 28th Annual General Meeting is given at the end of the Notice/Annual Report.

21. Voting through electronic means:

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies Act, 2013, the Company is pleased to provide members’ facility to exercise their right to vote at 28[th] Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting Services provided by Central Depository Services Limited (CDSL).

I. The instructions for members for voting electronically are as under:-

(i) The voting period begins on 27[th] September, 2019 (9.00 A.M. IST) and ends on 29[th] September,2019 (5.00P.M IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23[rd ] September,2019 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to to the meeting date would not be entitled to vote at the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on Shareholders.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:

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	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. • In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
Dividend Bank DetailsOR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant ADITYA ISPAT LIMITED on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xviii) If a demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xx) Note for Non – Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].
II You can update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(S).
III The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on cut-off date of 23[rd] September 2019.

IV Poll Process at AGM

The voting on the agenda items shall be done by e-voting as well as by Poll. Those who do not exercise the option of e-voting shall be entitled to participate and vote at the Poll to be conducted at the venue of the AGM on the date of the meeting. Ballot forms will be issued immediately after an announcement in this regard by the Chairman of the Meeting. The number of votes will be equivalent to the number of shares held by them as on cut-off date of 23rd September 2019.

V. Mr. Rajesh Kumar Bengani (ICAI Membership No. 062692 ) a practicing Chartered Accountant , has been Appointed as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
VI. The Scrutinizer shall, immediately after the conclusion of voting at the AGM ,first count the vote at the AGM, thereafter unblock the votes cast through remote e-voting in the presence of at least 2(two) witness not in the employment of the Company and make not later than 48 hours of the conclusion of the meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same.
VII. The Chairman or a person authorized by him in writing shall declare the result of voting forthwith.
VIII. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.adityaispat.com and on the website of CDSL within 48 hours of passing of the resolutions at the AGM of the Company and communicated to the Stock Exchanges.

Appeal to Shareholders :

The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) to the RTA/ Company in the following cases viz., transfer of shares, deletion of name, transmission of shares and transposition of shares held in physical form. Shareholders are requested to furnish copy of PAN for all the above transactions.
.2. The Securities and Exchange Board of India (SEBI) has decided that securities of listed companies can be transferred only in dematerialised form w.e.f April 01, 2019 onwards. In view of the above and to avail various benefits of dematerialisation, members are advised to dematerialise shares held by them in physical form.

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ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(2) OF THE COMPANIES ACT, 2013

Item No 3 & 4

Mr. Sanjay Solanki and Mr. Swamy S.B.Das are existing Independent Directors of the Company under Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013, the Board, at its Meeting held on 14[th] August 2019, has formed an opinion that each of them are persons of integrity and possess relevant expertise and experience for being reappointed as Independent Directors of the Company. In the opinion of the Board, each of these persons fulfills the conditions specified in the Act and the Rules made thereunder and that they are each independent of the Management. They have also at the said Board Meeting filed declarations under Section 149(7) of the Act stating that they can function as Independent Directors within the meaning of Section 149(6) of the Act. In view of the above position, approval of Members is sought, through Special Resolutions, to formally appoint them.

Mr. Sanjay Solanki aged about 47 Years is a Non Executive Independent Director. He joined the board of Directors in September, 2003. He is a member of Audit Committee, Remuneration Committee and Investor’s Grievance Committee of the company. He is also a Chairman of Audit Committee.

Mr. Sanjay Solanki is a qualified Chartered Accountant, engaged in practice with some distinguished clientele achievements. He has specialized in matters relating to financial restructuring and BIFR, in addition to academic achievements, he has developed a model for financial restructuring for Indian Corporates. He has vast experience and knowledge in finance.

He holds director ships in the Pan Securities Ltd.

Mr.Sanjay Solanki does not hold, by himself or for any other person on beneficial basis, any shares of the Company. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder Mr. Sanjay Solanki is proposed to be reappointed as Independent Director for 2[nd] term of five consecutive years for a term

Mr. Swamy S.B.Das aged about 78 Years is a Non Executive Independent Director. He joined the board of Directors in September, 2003. He is a member of Audit Committee, Remuneration Committee and Investor’s Grievance Committee of the company. He is also a Chairman of Investor’s Grievance Committee.

Mr.Swamy S.B.Das is a Graduate in Commerce and Law. He is specialized in matters relating to public relations and legal matters. He has been a legal consultant to various organizations and he is keenly associated with social service. He has a vast experience and knowledge in legal and Public Relations.

Mr.Swamy S.B.Das does not hold, by himself or for any other person on beneficial basis, any shares of the Company. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made there under Mr.Swamy S.B.Das is proposed to be reappointed as Independent Director for 2[nd] term of five consecutive years for a term

Copy of the draft letter for appointment of Mr. Sanjay Solanki and Mr.Swamy S.B.Das as Independent Directors would be available for inspection without any fee by the members at the Registered Office of the Company on any working day excluding Saturdays during the hours of 10.00 a.m and 12.00 p.m and will be available at the meeting.

The Board considers that the continued association of Mr.Sanjay Solanki and Mr. Swamy S.B.Das would be of immense benefit to the Company and it is desirable to continue to avail of their services as an Independent Directors and Commends the Resolution for approval of Shareholders of the Company.

Except, Mr Sanjay Solanki and Mr.Swamy S.B.Das being the appointees, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in this particular resolution.

The Explanatory Statement may also be regarded as a disclosure under Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges.

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Item No 5

In the opinion of the Board, Mr. Shiv Kumar Chirania fulfills the conditions specified in the Companies Act, 2013 and rules made there under for his appointment as an Independent Director and is independent of the management.

Copy of the draft letter for appointment of Mr. Shiv Kumar Chirania as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company on any working day excluding Saturdays during the hours of 10.00 a.m and 12.00 p.m and will be available at the meeting.

The Board considers that the continued association of Mr. Shiv Kumar Chirania would be of immense benefit to the Company and it is desirable to continue to avail of his services as an Independent Director and Commends the Resolution for approval of Shareholders of the Company.

Mr Shiv Kumar Chirania aged about 65 years is a qualified Chartered Accountant, engaged in practice with some distinguished clientele achievements. He has specialized expertise in Companies Act And Income Tax Matters.

Except, Mr. Shiv Kumar Chirania, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the particular of the resolution set out at Item No. 5.

The Explanatory Statement may also be regarded as a disclosure under Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges

Item No 6

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 inserted by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval of the Members by way of a Special Resolution is necessary for appointment / continuation of appointment of any Non-Executive Director who has attained the age of 75 (Seventy Five) years.

Mr S.K. Kabra (DIN:01280980),aged 75 years continues as Non- Executive Director of the Company, who is liable to retire by rotation.

Mr. Surendra Kumar Kabra, aged about 75 years, is FCA, B.Com., LL.B. and also a member of the Institute of Chartered Accountants of India. He brings rich professional experience of over 50 years in various Industry. He holds director ships in the Ganesha Ecosphere Ltd and Sheelendra Industries Ltd. He is also a member of the audit committee in Ganesha Ecosphere Ltd.

Keeping in view the experience and expertise of Mr S.K.Kabra, the Board considers it desirable that the Company should receive the benefit of his valuable experience and advice and accordingly commends the resolution at Item No. 6 for approval by the members.

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Sheelendra Industries
Sri S K Kabra 04/04/1944 26/08/2014 Business experience in variety of Industries Chartered Accountant Has attended 5 out of 5 Board Meeting and no remuneration or sitting fees was paid to him. 1. Ltd. 2. Ganesha Ecosphere Ltd Ganesha Ecosphere Ltd Audit Committee - Member - NIL
Sri Swamy S B Das 25/05/1941 26.08.2014 In matters relating to pubic relations and legal matters. Graduate in Commerce and Law Has attended 5 out of 5 Board Meeting & no remuneration or sitting fees was paid to him. NIL NIL - NIL
Sri Sanjay Solanki 09/04/1972 30.09.2003 In matters relating to financial restructuring and BIFR Chartered Accountant Has attended 5 out of 5 Board Meeting & no remuneration or sitting fees was paid to him. Pan Securities Ltd NIL - NIL
Smt Usha Chachan 11/04/1961 26/08/2014 Business Experience in Small Scale Industries Matriculate Has attended 5 out of 5 Board Meeting & no remuneration or sitting fees was paid to her. Jai Bapji Ispat Pvt. Ltd. NIL She is the spouse of the Managing Director of the Company 232100
Sri S K Chirania 10/12/1954 14/08/2019 In Companies Act and Income Tax Matters Chartered Accountant - NIL NIL - NIL
Name of the Director Date of Birth Date of Appointment Expertise in Specific Functional areas Qualifications Board Meeting, attendance & Remuneration Director Ship held in other Indian companies Membership/Chairmanship of Committees of other public companies (includes only Audit Committees and Shareholders/ Investor’ Greivance Committee) Disclosure of Relationship inter se between Directors, Manager and Other Key Managerial Personnel Shareholdings in the Company
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Route Map to the 28th AGM Venue

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Aditya Ispat Ltd. AGM Information 2019

61697_rns_2019-09-07_49175fd2-968f-47d7-aa33-c901734e1bdc.pdf

ADITYA ISPAT LIMITED

C!N:

Ref: Scrip Code 513513

Sub: NOTICE OF 28[TH ] ANNUAL GENERAL MEETING (AGM)

ADITYA ISPAT LIMITED

NOTICE

ORDINARY BUSINESS:

SPECIAL BUSINESS:

NOTES:

21. Voting through electronic means:

I. The instructions for members for voting electronically are as under:-

IV Poll Process at AGM

Appeal to Shareholders :

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(2) OF THE COMPANIES ACT, 2013

Item No 3 & 4

Item No 5

Item No 6

Route Map to the 28th AGM Venue

AI assistant

Aditya Ispat Ltd. — AGM Information 2019

61697_rns_2019-09-07_49175fd2-968f-47d7-aa33-c901734e1bdc.pdf

ADITYA ISPAT LIMITED

C!N:

Ref: Scrip Code 513513

Sub: NOTICE OF 28[TH ] ANNUAL GENERAL MEETING (AGM)

ADITYA ISPAT LIMITED

NOTICE

ORDINARY BUSINESS:

SPECIAL BUSINESS:

NOTES:

21. Voting through electronic means:

I. The instructions for members for voting electronically are as under:-

IV Poll Process at AGM

Appeal to Shareholders :

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(2) OF THE COMPANIES ACT, 2013

Item No 3 & 4

Item No 5

Item No 6

Route Map to the 28th AGM Venue

More from Aditya Ispat Ltd.

Aditya Ispat Ltd. AGM Information 2019