Jayaswal Neco Industries Ltd — Proxy Solicitation & Information Statement 2022

Mar 7, 2022

JAYASWAL NECO INDUSTRIES LTD CIN: L28920MH1972PLC016154 (FORMERLY JAYASWALS NECO LIMITED) REGD. OFFICE: F-B, MIDC INDUSTRIAL AREA, HINGNA ROAD, NAG PUR - 440 016 (INDIA) PHONES: +91-7104-237276,237471,237472,237461,237462, 236253, 236254, 236256

FAX: +91-7104-237583, 236255. E-mail : contactesnecoindla.corn « Website: www.necoindia.com

•

7th March, 2022

To

Manager (Listing), National Stock Exchange of India, Exchange Plaza, s» Floor, Plot No. C/ 1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai-400051

Manager (Listing), Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001

Dear Sirs,

Subject: Submission of Notice convening the Extra-Ordinary General Meeting ("EGM").

Pursuant to the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please find enclosed Notice convening the EGM. The Notice of EGM of the Company will be sent to the members of the Company by permitted mode(s) on or before 9th March, 2022.

The EGM of the Company will be held on Thursday, 31st March, 2022, at 12.30 p.m. through Video Conferencing ("VC") or Other Audio-Visual Means ("OAVM"). The Notice of EGM is also being made available on the website of the Company www.necoindia.corn.

We request you to take this on record.

Thanking You,

Yours Faithfully,

(Company Secretary and Compliance Officer)

Encl.: A/a

BRANCH OFFICES:

"NECO HOUSE" 0-307, Defence Colony, NEW DELHI - 110 024. (INDIA) PHONES : 0 1 1 - 4 9 0 7 0 5 4 8 301, TULSIANI CHAMBERS NARIMAN POINT, MUMBAI 400 021 (INDIA) PH. : (022) 4213-4813, (022) : 22832381 FAX: (022) 22832367 TRUST HOUSE, 5th FLOOR, 32-A, CHITTARANJAN AVENUE, KOLKATIA - 700012 INDIA FAX: 033-22122560 PHONES: 033-22122368. 22120502

THANOD ROAD, ANJORA-491 001. PHONES: 0788-2623410 FAX: 0788-2623410

NOTICE

NOTICE is hereby given that an Extra-Ordinary General Meeting ("EGM") of the members of Jayaswal Neco Industries Limited ("JNIL") will be held on Thursday, the 31st day of March, 2022 at 12:30 P.M. through Video Conferencing ("VC") or Other Audio-Visual Means ("OAVM") to transact the following business:

Special Business

1. Appointment of Dr. Suranjan Sinha (DIN: 09461995) as an Independent Director.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Dr. Suranjan Sinha (DIN: 09461995), who was appointed by the Board of Directors of the Company as an Additional and Independent Director of the Company be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of 1 (One) year w.e.f. 17th January, 2022."

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Date: 12th February, 2022

By Order of the Board of Directors

Registered Office: F-8, MIDC Industrial Area, Hingna Road, Nagpur-440016.

Vikash Kumar Agarwal Company Secretary & Compliance Officer

Notes

1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the special business above is attached herewith.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particulars of Director seeking appointment at this meeting is also annexed hereto.

• 1. In view of continuing COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020; Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2021 dated December 08, 2021 and all other relevant circulars issued from time to time, allowed holding of General Meeting through video conferencing (VC) or other audio visual means (OAVM) without physical presence of the Members at the General Meeting venue and hence Members can attend and participate in the ensuing EGM through VC/OAVM in compliance with the provisions of the Companies Act, 2013 and other regulatory provisions.
• 1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.
• 1. As the EGM of the Company will be held through VC/ OAVM, the route map of the venue of the Meeting is not attached to this notice.
• 1. The Members can join the EGM in the VC/OAVM mode 30 minutes before and within 15 Minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
• 1. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020 and April 13, 2020, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. The Company has engaged the services of National Securities Depositories Limited (NSDL) for providing e-voting facility. Instructions and other information relating to remote e-voting are given in the Notice under Note No. 11.
• 1. In compliance with the MCA Circulars and SEBI Circular, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice will also be available on the Company's website www.necoindia.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and

www.nseindia.com respectively and on the website of the e-voting agency – National Securities Depository Limited at www.evoting.nsdl.com.

• 1. As per the MCA Circular, Service of documents through electronic mode i.e. e-mail by the Company will be a valid compliance of Section 101 of the Companies Act, 2013. As such the members who are yet to register are requested to furnish/register their e-mail id's at rnt.helpdesk@linkintime.co.in along with their Folio No. and No. of shares/ Client ID/ DP ID with Depository Participants (DP) for shares held in electronic form or with the Registrar and Share Transfer Agent (Link intime India Pvt. Ltd.) to enable the Company to send all notices, periodical statements etc. of the Company through electronic mode.
• 1. Voting rights will be in proportion to the shares registered in the name of the Members as on 24th March, 2022 (cut-off date). Only those members whose names are recorded in the Registers of Members of the Company or in the Register of Beneficial owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes by remote e-voting or by e-voting at the EGM. Members, who have cast their votes by remote e-voting prior to EGM, may attend the Meeting but will not be entitled to cast their vote again or change their vote subsequently.

The e-voting facility shall be made available during the course of the meeting to the members attending the meeting through Video Conferencing and who have not cast their vote before the EGM.

11. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING EXTRA-ORDINARY GENERAL MEETING ARE AS UNDER: –

The remote e-voting period begins on Monday, March 28, 2022 at 9:00 A.M. and ends on Wednesday, March 30, 2022 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of	Login Method
shareholders
IndividualShareholders holdingsecurities in dematmode with NSDL.	1.Existing IDeASuser can visit the e-Services website of NSDLViz. https://eservices.nsdl.comeither on a Personal Computeror on a mobile. On the e-Services home page click on the"Beneficial Owner"icon under "Login"which is availableunder 'IDeAS'section, this will prompt you to enter your existingUser ID and Password. After successful authentication, you willbe able to see e-Voting services under Value added services.Click on "Access to e-Voting"under e-Voting services andyou will be able to see e-Voting page. Click on company nameor e-Voting service provider i.e. NSDLand you will bere-directed to e-Voting website of NSDL for casting your voteduring the remote e-Voting period or joining virtual meeting &voting during the meeting.2.If you are not registered for IDeAS e-Services, option to registeris available at https://eservices.nsdl.com.Select "RegisterOnlineforIDeASPortal"orclickathttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp3.Visit the e-Voting website of NSDL. Open web browser bytyping the following URL: https://www.evoting.nsdl.com/eitheron a Personal Computer or on a mobile. Once the home pageof e-Voting system is launched, click on the icon "Login" whichis available under 'Shareholder/Member' section. A new screenwill open. You will have to enter your User ID (i.e. your sixteendigit demat account number hold with NSDL), Password/OTPand a Verification Code as shown on the screen. Aftersuccessful authentication, you will be redirected to NSDLDepository site wherein you can see e-Voting page. Click oncompany name or e-Voting service provider i.e. NSDLandyou will be redirected to e-Voting website of NSDL for castingyour vote during the remote e-Voting period or joining virtualmeeting & voting during the meeting.4.Shareholders/Members can also download NSDL Mobile App"NSDL Speede" facility by scanning the QR code mentionedbelow for seamless voting experience.
IndividualShareholders holdingsecurities in dematmode with CDSL	1.Existing users who have opted for Easi/ Easiest, they can loginthrough their user id and password. Optionwill be madeavailabletoreache-Votingpagewithoutanyfurtherauthentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi.

	2.After successful login of Easi/Easiest the user will be also able
	to see the E-Voting Menu. The Menu will have links of e-Voting
	service provider i.e. NSDL.Click on NSDLto cast your vote.
	3.If the user is not registered for Easi/Easiest, option to register
	is available at
	https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4.Alternatively, the user can directly access e-Voting page by
	providing demat Account Number and PAN No. from a link in
	www.cdslindia.comhome page. The system will authenticate
	the user by sending OTP on registered Mobile & Email as
	recorded in the demat Account. After successful authentication,
	user will be provided links for the respective ESP i.e. NSDL
	where the e-Voting is in progress.
Individual	You can also login using the login credentials of your demataccount
Shareholders	through your Depository Participant registered with NSDL/CDSL for
(holding securities in	e-Voting facility. Upon logging in, you will be able to see e-Voting
demat mode) login	option. Click on e-Voting option, you will be redirected to
through their	NSDL/CDSLDepositorysiteaftersuccessfulauthentication,
depository	wherein you can see e-Voting feature. Click on company name or
participants	e-Voting service provider i.e. NSDL and you will be redirected to
	e-Voting website of NSDL for casting your vote during the remote
	e-Voting period or joining virtual meeting & voting during the
	meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
IndividualShareholdersholdingsecurities in demat mode withNSDL	Members facing any technical issue in login can contactNSDLhelpdeskbysendingarequestatevoting@nsdl.co.inor call at toll free no.: 1800 1020990 or1800 22 44 30
Individual Shareholders holdingsecurities in demat mode withCDSL	Members facing any technical issue in login can contactCDSLhelpdeskbysendingarequestathelpdesk.evoting@cdslindia.comorcontactat022-23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL

eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares indemat account with NSDL.	8 Character DP ID followed by 8 DigitClient IDFor example if your DP ID is IN300***and Client ID is 12****** then your userID is IN30012***.
b) For Members who hold shares indemat account with CDSL.	16 Digit Beneficiary IDFor exampleif your Beneficiary ID is12************** then your user ID is12**************
c) For Members holding shares inPhysical Form.	EVENNumberfollowedbyFolioNumber registered with the companyFor example if folio number is 001***and EVEN is 101456 then user ID is101456001***

• 1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to scrutinizer@necoindia.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 or 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Manager, NSDL at evoting@nsdl.co.in
• 1. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holding shares as on the cut-off date i.e. 24th March, 2022 may obtain the login ID and password by sending a request at evoting@nsdl.co.in or helpdesk@nsdl.co.in.
• 1. Smt Rachana Daga, Company Secretary, Proprietor of M/s. R. A Daga & Co., Company Secretaries, Nagpur, has been appointed by the Board of Directors of the Company to act as the Scrutinizer to scrutinize the voting process (remote e-voting) in a fair and transparent manner. Smt Rachana Daga has submitted her consent to act as scrutinizer and will be available for the said purpose.
• 1. After conclusion of voting at the EGM, the Scrutinizer will unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the

Company and shall make, not later than two working days of the conclusion of the EGM, a consolidated Scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or any other person authorized by Chairman in this regard, who shall countersign the same and declare the result of the voting forthwith.

1. The results declared along with the report of the Scrutinizer will be placed on the website of the Company www.necoindia.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results will also be immediately forwarded to the Stock Exchanges where the shares of the Company are listed.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for evoting for the resolution set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to contact@necoindia.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to contact@necoindia.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER: -

• 1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolution through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at contact@necoindia.com. The same will be replied by the company suitably.

EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee and considering the professional background and experience of Dr. Suranjan Sinha (DIN: 09461995), appointed him as an Additional and Independent Director of the Company w.e.f. 17 th January, 2022 for a period of 1 year subject to approval of Shareholders.

Dr. Suranjan Sinha has accorded his consent to act as an Independent Director and has submitted the declaration of Independence, pursuant to section 149(7) of the Companies Act, 2013 stating that he meets the criteria of Independence as provided in Section 149(6) of Companies Act, 2013 & Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is not disqualified from being appointed as a director in terms of Section 164 of the Companies Act, 2013.

The company has also received a notice in writing under the provisions of Section 160 of the Companies Act, 2013 from a member proposing his candidature as a director.

Dr. Suranjan Sinha holds Master's degree in Mining Engineering and Doctorate in Mining Environment. He has experience of about 40 years in functional areas of mining and as a faculty of mining environment. In the opinion of the Board, Dr. Suranjan Sinha fulfils the criteria specified in the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for appointment as an Independent Director of the Company.

Details of Dr. Suranjan Sinha seeking appointment at this Extra-ordinary General Meeting pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in annexure to this notice and other information as required is given below:

Terms and Conditions of	w.e.f. 17thAppointment is for a period of 1year
Appointment	January, 2022and subject to the provisionsof
	CompaniesAct,2013andotherregulatory
	requirements.
Remuneration sought to be paid	At present only sitting fees for attending Board and
	Committeesmeeting (if member)shall be paid.
The number of Meetings of the	1(One)
Board attendedduring the year
(From 17/01/2022 to 12/02/2022)

Except Dr. Suranjan Sinha, none of the other Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the said resolution.

Keeping in view his vast experience and expertise, it will be in the interest of the Company that Dr. Suranjan Sinha's appointment as an Independent Director is approved by Shareholders. Hence the Board recommends the resolution set out at Item No. 1 of the Notice for Shareholders' approval as a Special Resolution.

Date: 12th February, 2022

By Order of the Board of Directors

Registered Office: F-8, MIDC	Vikash Kumar Agarwal
Industrial Area, Hingna Road,	Company Secretary & Compliance Officer
Nagpur-440016.

ANNEXURE

DETAILS OF DIRECTOR SEEKING APPOINTMENT AT THE EXTRA-ORDINARY GENERAL MEETING

Name of Director	Dr.SuranjanSinha
DIN	09461995
Date of Birth	18.05.1956
Designation	Independent Director
Date ofAppointment	17.01.2022
Qualification	M. E. (Mining)and Doctorate in MiningEnvironment
Nature ofexpertise inspecific functionalareas	Professional experience of about 40 years infunctional areasof mining and as a faculty ofminingenvironment.
Skills and capabilities required for therole and the manner in which theproposedpersonmeetssuchrequirements	Dr. Suranjan Sinha being expert in Mining sector,meets the skills and capabilities required for therole as an Independent Director of the Company.
OtherDirectorships (InListed Entities)	Nil
Membership ofCommittees ofOtherCompanies#	Nil
Listed entities from which resigned inpast three years	Nil
No. of EquityShares Heldincludingshareholding as a beneficial owner	Nil
Disclosure ofRelationshipswithDirectors/Manager/ KeyManagerialPersonnel	There is no relationbetween theDirectors/Manager/KeyManagerial Personnel of theCompany and Dr.Suranjan Sinha.

Includes only Audit Committee and Stakeholders' Relationship Committee.