Jindal Steel Ltd. — Proxy Solicitation & Information Statement 2019

Jun 10, 2019

June 10, 2019

BSE Limited	National Stock Excha11ge of India Limited
Corporate Relationship Department,	Exchange Plaza, 5th Floor,
1s1 Floor, New Trading Ring,	Plot No. C/1, G Block
Rotunda Building, P J Towers,	Bandra-Kurla Complex, Bandra (E),
Dalal Street, Fort, Mumbai - 400 001	Mumbai-400051
corp .relations@bseindia.com	cmlist@nse.co.in
Scrip Code : 532286	Symbol : JINDALSTEL

Subject: Postal Ballot Notice and Newspaper advertisement for completion of dispatch of Postal Ballot Notice

Dear Sir/ Madam,

Pursuant to Regulation 30 of the Securities and Exchange BoaJ"d of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the copies of Postal Ballot Notice dated May 21, 2019 together with Explanatory Statement thereto and Postal Ballot Form, sent to the members/ shru:eholders of the Company, for seekIDg their approval for the resolution mentioned therein.

The Postal Ballot Notice together with Explanatory Statement thereto ru1d Postal Ballot Fonn, have been sent to the members/ shareholders whose names appear on the Register of Members/List of Beneficial Owners received from the Regisb·ai· and Transfer Agent ("RTA"), National Sectu"ities Depository Limited ("NSDL") and Cenb:al Depository Services (India) Limited ("CDSL") [NSDL and CDSL collectively referred as Depositories]. The Company has on June 8, 2019 completed the dispatch of Postal Ballot Notice together with Explanatory Statement th ereto and Postal Ballot Form:

• a) in physical mode through Registered Post, along with a postage-prepaid self-addressed business reply envelope to the Members who have not registered their e-mail ids with Company/ Depositories/ Depository Pal'ticipants or RT A; and
• b) through electronic means by way of sending emails tlu·ough CDSL to the Members/ shai·eholders of the Company whose e-mail ids are registered in the records of the Company/Depositories/ Depository Participants or RTA .··~Po,··-.. • ~'.-: .... _ t1. .

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Jindal Steel & Power Limited

Corporat Office. Jindal Centre, 12 Bhikaiji Gama Place, New Delhi 110 066 CIN. L27105HR1979PLC009913

T: +91 11 4146 2000 F: +91 11 2616 1271 W: www.jindalsteelpower.com E: jsplinfo@jindalsteel.com Registered Office: 0. P. Jindal Marg, Hisar, 125 005, Haryana

Copies of newspaper advertisement published in "Mint" (English) and "Hari Bhoomi" (Regional Language) today with regard completion of dispatch of the Postal Ballot Notice together with Explanatory Statement and Postal Ballot Form are also enclosed herewith.

Kindly take the above information on record.

Thanking You.

Encl: As above

l

J indal Steel & Pow er Limited Corporate Office· Jindal Centre, 12 Bhikaiji Cama Place, New Delhi 110 066 CIN· L27105HR1979PLC009913 T· +911141462000 F: +91 11 261.61271 W: www.jjndalsleelpower.com E: jsplinfo@jindalsteel.com Regl· tared Office: 0 . P. Jindal Marg, Hisar. 125 005, Haryana

Registered Office: O.P. Jindal Marg, Hisar - 125 005 (Haryana)

Corporate Secretariat Office: Jindal Centre, Tower-B, 4th Floor, Plot No.2, Seclor-32, Gurgaon-122001 (Haryana)

CIN: L27105HR1979PLC009913 I Website: www.jindalsteeloower.com I

Email: jspljofo@jjndalsteel.com

Tel.: +91 124 6612000 Fax: +91 11 26161271

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 or the Companies Act, 2013 read with Rule 22 or the Companies (Management and Administration) Rules, 2014]

Dear Members,

NOTICE is hereby given pursuant to Section 110 and other applicable provisions, if any, or the Companies Act, 2013 ("lheAct"), read with the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enaclment(s) thereof ror the lime being in rorce), Secretarial Standards - 2 issued by lhe Institute of Company Secretaries of India, Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") that the resolutions appended below are proposed to be passed by the members of the Jindal Steel & Power limited by way of Postal Ballot including voting by electronic means ("a-voting").

An Explanatory Statement pursuant lo Section 102 and other applicable provisions, if any, of the Act, pertaining lo the proposed resolutions, setting out all the material facts and reasons thereof, is annexed herewith along with the Postal Ballot Form for your consideration.

The Board of Directors has, in compliance with Rule 22(5) of the aforesaid Rules, appointed Mr. NavneelArora of M/s Navneel I<. Arora & Co., LLP, Company Secretaries, as the Scrutinizer, for conducting the postal ballot and e-voting process in a fair and lransparent manner.

Members are requested lo carefully read the instructions printed overleaf of the Postal Ballot Form and record assent (for) or dissent (against) therein by filling necessary details and sign at the designated place in the Postal Ballot Form and return the same in original duly completed in enclosed postage prepaid self-addressed, Business Reply Envelope (if posted in India), so as to reach the Scrutinizer not later than 5.00 P.M. on July 8, 2019.

Please note that Postal Ballot Forms, received after the said date will be strictly treated es if, a reply from such member has not been received.

In compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the said Rules and Rogula!ion 44 of the Listing Regulations, as amended, the Company is also offering the facility of e-voting to all Members to enable them to cast their votes electronically. Members are requested to follow the procedure as staled in the Instructions rorcasting of votes bye-voting.

Upon Completion of the scrutiny of the Postal Ballot Forms and votes casted through e-voling, the Scrutinizer will submit his report to the Chairman or the Company Secretary of the Company or any person as may be authorized by them. The result of the Postal Ballot will be announced on or before July 10, 2019 and will be displayed on the Notice Board of the Company al its Registered Office and its Corporate Office of the Company. The same will be intimated lo BSE Limited and National Stock Exchange of India limited, where shares of lhe Company are listed. Additionally, the results will also be published on the Company's Website i.e. www.jindalsteelpower. com. The appended Resolutions shall be deemed to have been passed, if approved by requisite majority, on the last date specified by the Company for receipt of duly completed postal ballot forms or completion of e-vo!ing.

SPECIAL BUSINESSES:

ltemno.1

To re-appoint Mr. Ram Vinay Shahi (DIN: 01337591 ), as an Independent Director for the second term of2years.

The Members are requested lo consider and, if thought fit, to pass the following resolution as a Special Resolution:

" RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and o ther applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointmenl and Qualincation of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Ram Vinay Shahi (DIN:01337591), who was appointed as a Non-Executive Director in the category of Independent Director of the Company to hold office for first term of 5 consecutive years upto July 29, 2019 and being eligible, be and is hereby re-appointed as a non-Executive Director in the category of Independent Director of the Company, not liable to retire by rotation and to hold office for the second term of2 (two)consecutive years w.e.f. July 30, 2019 till July 29, 2021.

RESOLVED FURTHER THAT the Board, be and is hereby authorized to do all such acts, things and deeds, as it may, in its absolute discretion deem necessary to give effect to this resolution."

Item no. 2

To re-appoint Mr. Arun KumarPurwar(DIN:00026383), as an Independent Director for t he second term of2 years.

The Members are requested to consider and, if thought fit. to pass the following resolution as a Special Resolution:

" RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Arun Kumar Purwar (DIN:00026383), who was appointed as a Non-Executive Direclor in lhe calegory of Independent Director of the Company to hold office for first term of 5 consecutive years upto July 29, 2019 and being eligible, be and is hereby re-appointed as a non-Executive Director in the category oflndependent Director of the Company, not liable to retire by rotation and to hold office for the second term of 2 (two)consocutive yearsw.e.f. July 30, 2019 till July 29, 2021.

RESOLVED FURTHER THAT the Board, be and is hereby authorized lo do all such acts, things and deeds, as it may, in its absolute discretion deem necessary to give effect to this resolution."

ltemno.3

To re-appoint Mr. Sudershan Kumar Garg (DIN:00055651), as an Independent Director for the second term of2 years.

The Members are requested to consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Sections 149and152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Sudershan Kumar Garg (DIN:00055651 ), who was appointed as a Non-Executive Director In the category of Independent Director of the Company to hold office for first term of 5 consecutive years upto July 29, 2019 and being eligible, be and Is hereby re-appointed as a non-Executive Director in the calegory of Independent Director of the Company, not liable lo retire by rotation and to hold office for the second term of 2 (two)conseculive years w.e.f. July 30, 2019 till July 29. 2021.

RESOLVED FURTHER THAT the Board, be and is hereby authorized to do all such acts, things and deeds, as it may, in its absolute discretion deem necessary to give effect to this resolution."

ltemno.4

To re-appoint Mr. Hardip Singh Wirk (DIN:00995449), as an Independent Director for the second term of 2 years.

The Members are requested to consider and, if thought fit, to pass the following resolution as a Special Resolution:

" RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions ol Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules. 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Hardip Singh Wirk (DIN:00995449), who was appointed as a Non-Executive Director in lhe category of Independent Director of the Company to hold office for first term of 5 consecutive years upto July 29, 2019 and being eligible, be and is hereby re-appointed as a non-Execulive Director in the category of Independent Director of the Company. not liable to retire by rotation and to hold office for the second term of 2 (two)consecutive years w.e.r. July 30, 2019 lill July 29, 2021.

RESOLVED FURTHER THAT the Board, be and is hereby authorized to do all such acts, things and deeds. as it may, in its absolute discretion deem necessary lo give effect to this resolution."

ltemno.5

To appoint Mr. N.A. Ansari (DIN:03340568), as a Director.

The Members are reques ted lo consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

" RESOLVED THAT pursuant to the provisions of sections 152, 160 and other applicable provisions or the Companies Acl, 2013 and rules made thereunder, Mr. N.A. Ansari (DIN: 03340568). who was appointed as an Additional Director In the category or Executive Director by the Board of Directors or lhe Company w.e.f March 2-9, 2019, who holds office upto the date of ensuing Annual General Meeting of the Company be and is hereby appointed as a Director of the Company, liable lo retire by rotation;

RESOLVED FURTHER THAT the Board, be and is hereby authorized to do all such acts, deeds, and things, as it may, in its absolute discretion deem necessary lo give effect lo this resolution."

ltemno.6

To appoint Mr. N.A. Ansari (DIN:03340568), as a Wholetime Director designated as Jt. Managing Director.

The Members are requested to consider and, if thought fit, to pass the following resolution as a Special Resolution:

" RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions oflhe Companies Act, 2013 ("the Act"), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Securities and Exchange Board or India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for Iha time being in force), Articles of Association of the Company and subject lo such approvals, as may be required and based on the recommendation of Nomination and Remuneration Committee and Board or Directors, approval of the members be and is hereby accorded for the appointment of Mr. N.A. Ansari (DIN:03340568) as a Wholetime Director of the Company, be designated as JI.Managing Director, for a period of 3 (three) years from March 29, 2019, on lhe terms and conditions including remuneration as enumerated herein below:

a) Period of appointment: March 29, 2019 lo March 28, 2022

b) Basic Salary: Rs. 96,00,000 /-(Rupees Ninety Six Lakh only) per annum.

• c) Flexible Compensation Plan as per Company's Policy: Rs. 1,32,48,000/· (Rupees One Crore Thirty Two Lakh Forty Eight Thousand only) per annum.
• d) He shall also be entitled to the following perquisites:
• (i) Employer's Contribution to Provident Fund.
• (ii) Gratuity in accordance with Company's Policy.
• (iii) Mediclaim Insurance coverage for self and family as per Company's policy.
• (iv) Group Personal Accident Insurance as per Company's Policy.
• (v) Mobile phone, telephone facility, I-pad, laptop etc. as per Company's Policy.
• (vi) Furniture/ fixtures/ home furnishing loan or any other loan as per Company's Policy.
• (vii) Any other allowances/perquisites as per the policy or the Company. The perquisites and allowances, shall include accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance together with reimbursement of expenses and I or allowances for utilisation or gas, electricity, water, furnishing and repairs, medical assistance and leave travel concession for self and family including dependents. The said perquisites and allowances shall be evaluated, wherever applicable, as per the provisions of Income Tax Act, 1961 or any rules thereunder or any statutory modification(s) or re-enactmenl(s) thereof; in the absence of any such rules, perquisites and allowances shall be evaluated at actual cost.
• (viii) He shall also be entitled to reimbursement of expenses on actual basis which are incurred for business of the Company.
• (ix) He shall be entitled for options/ shares under the Company's ESOP/ESPS schemes/plans or any other schemes/ plans as per the policy or the Company in accordance with extant regulations/rules.
• (x) he shall be enlitled for Company Car(maximum upto 2)for self/official purposes.
• (xi) He shall be entitled for such other benefits, perquisites, allowances, reimbursements and facilities as may be determined by the Board rrom lime to time.
• (xii) He shall not be entitled for any sitting fees for attending any meetings ofBoard vis-a-vis Committees.
• (xiii) In case the Company has no profits or its profits are inadequate in any financial year, !he Company will pay remuneration by way of salary, benefits, perquisites. allowances, reimbursements and facilities as specified above as minimum remuneration to him.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as "Board" which term shall include the Nomination and Remuneration Committee of the Board) be and is hereby authorized to revise the remuneration upto 20% of his gross salary per annum for such quantum, periodicity and interval subject to overall limits as prescribed, from time to time, under the Act;

RESOLVED FURTHER THAT the Board, be and is hereby authori zed to do all such acts, deeds, and things, as it may, in its absolute discretion deem necessary to give effect to this resolution."

Item no. 7

To consider, ratify and approve the payment and waiver of the recovery of excess remuneration paid to Mr. Naveen Jindal (DIN: 00001523), Wholetime Director designated as Chairman oft he Company

The Members are requested to consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), Schedule V to the Act (as amended by the Ministry of Corporate Affairs vide its notification no S.O. 4822(E) and S.0. 4823(E)dated September 12, 2018), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to other regulatory approval(s), if any, and in furtherance of the approval of the Members of the Company accorded by passing the Special Resolution in the 39 .. Annual General Meeting held on September 28, 2018 and pursuant to the recommendations of Nomination and Remuneration Committee and Board ofDirectors of the Company, the approval of1he members be and is hereby accorded to ratify the payment of the remuneration and confirm the waiver of the recovery of excess remuneration, paid, over and above the limits prescribed under the provisions of the Act, to Mr. Naveen Jindal (DIN:- 00001523), Wholetime Director designated as the Chairman of the Company for the period of 6 months w.e.f. April 1, 2017 to September 30, 2017, on the terms and conditions as approved by the members of the Company by way or Special Resolution in the 39"' Annual General Meeting and as sel out in the explanatory statement annexed hereto;

RESOLVED FURTH ER THAT Board of Directors or any Committee· thereof be and is hereby authorised to obtain necessary approvals statutory, contractual or otherwise, do all such acts, deeds, matters and things as are incidental thereto or as may be deemed necessary or desirable and settle any question or difficulty that may arise in such manner as it may deem fit in order to give effect to the above resolution."

Item no. B

To consider and approve the waiver of the recovery of excess remuneration paid and payment of remuneration to Mr. Naveen Jindal (DIN: 00001523), Wholetime Director designated as Chairman of the Company

The Members are requested lo consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to Sections 196, 197, 198, 203 and other applicable provisions, if

any, of the Companies Act, 2013 ("the Act"), Schedule V to the Act (as amended by the Ministry or CorporateAffairs vide its notification no S.O. 4822(E) and S.O. 4823(E)daled September 12, 2018), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 . (including any statutory modification(s) or re-enactment thereof for the lime being in rorce) and subject to other regulatory approval(s), if any and in furtherance of lhe approval of the Members of the Company accorded by passing the Special Resolution in the 3s• Annual General Meeting held on September 22, 2017 and pursuant to the recommendations of Nomination and Remuneration Committee and Board of Directors or the Company, the approval of the members be and is hereby accorded to ratify and confirm the waiver of the recovery of excess remuneration paid, over and above the limits prescribed under the provisions of Act, for the period from October 1, 2017 to March31, 2018 and April 1, 2018 lo March 31. 2019 and for payment of remuneration during the remaining tenure of Mr. Naveen Jindal (DIN:00001523), Wholelime Director designated as the Chairman of lhe Company on the terms and conditions as approved by the members by way of Special Resolution in the 38" Annual General Meeting and as set out in the explanatory statement annexed hereto;

RESOLVED FURTHER THAT Board ofDirectors or any Committee thereof be and is hereby authorised to obtain necessary approvalsstalulory, contractual or otherwise, do all such acts, deeds, matters and things as are incidental thereto or as may be deemed necessary or desirable and settle any question or difficulty Iha! may ari se in such manner as it may deem fit in order to give effect lo the above resolution."

Item no. 9

To consider and approve the waiver of the recovery of ex cess remuneration paid and payment of remuneration to Mr. Dinesh Kumar Saraogi (DIN: 06426609), Wholetime Director of the Company

The Members are requested to consider and, if thought fit, to pass the following resolution asa Special Resolution:

"RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Ac!, 2013 ("the Act"}, Schedule V to the Act (as amended by the Ministry of CorporateAffairs vide its notification no S.0. 4822(E) and S.O. 4823(E)dated September 12. 2018) read w ith the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 , (including any statutory modification(s) or re-enactm'ent thereof for the lime being in force) and subject to other regulatory approval(s), if any. and in furtherance of the approval of the Members of the Company accorded by passing the Special Resolulion(s) In the 38" Annual General Meeting held on September 22, 2017 and 39"' Annual General Meeting held on September 28, 2018 and pursuant lo the recommendations of Nomination and Remuneration Commillee andl Board ofDirectors of the Company, the approval of the members be and is hereby accorded to ratify and confirm the waiver of the recovery of excess remuneration paid, over and above the limits prescribed under the provisions of Act, for the period from November9, 2017 to March 31 , 2018 and April 1, 2018 to March 31, 2019 and for payment of remuneralion during the remaining tenure of Mr. Dinesh Kumar Saraogi (DIN:06426609), Wholelime Director, on the terms and conditions as approved by the members by way of Special Resolulion(s) in the 38"' Annual General Meeting and 39~ Annual General Meeting and as set out in the explanatory statement annexed hereto;

RESOLVED FURTHER THAT Board ofDirectors or any Commillee thereof be and is hereby authorised lo obtain necessary approvalsstatutory, contractual or otherwise, do all such acts, deeds, mailers and things as are incidental thereto or as may be deemed necessary or desirable and settle any question or difficulty that may arise in such manner as it may deem fit in order lo give effect to the above resolution."

ltemno.10

To consider, ratify and approve the payment and waiver of the recovery of excess remuneration paid to Mr. Rajeev Rupendra Bhadauria (DIN: 00376562), Wholetime Director of the Company

The Members are requested to consider and. if thought fit , to pass the following resolution as a Special Resolution:

"RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant lo Sections 196, 197, 198, 203 and other applicable provisions, If any, of the Companies Act, 2013 ("the Act"). Schedule V to the Act (as amended by the Ministry of Corporate Affairs vide its notification no S.O. 4822(E) and S.O. 4823(E)dated September 12, 2018) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modificalion(s) or re-enactment thereof for the lime being in force) and subject to other regulatory approval(s), if any, and in furtherance of the approval of the Members of the Company accorded by passing the Special Resolulion(s) in the 33• Annual General Meeting held on September 22, 2017 and 39"' Annual General Meeting held on September 28, 2018 and pursuant to the recommendations of Nomination and Remuneration Committee and Board of Directors of the Company, the approval of the members be and is hereby accorded to ratify the payment and confirm the waiver of the recovery of excess remuneration paid, over and above the limits prescribed under the provisions of Act, lo Mr. Rajeev Rupendra Bhadauria (DIN: 00376562). Wholetime Director of the Company for the period commencing from May 27, 2018 to January 31, 2019, on the terms and conditions as approved by the members by way of Special Resolution(s) in the 38~ Annual General Meeting and 39"' Annual General Meeting and as set out in the explanatory statement annexed hereto;

RESOLVED FURTHER THAT Board ofDirectors or any Committee thereof be and is hereby authorised to obtain necessary approvals slatutory, contractual or otherwise, do all such acts, deeds, matters and things as are incidental thereto or as may be deemed necessary or desirable and se.ltle any question or difficulty that may arise in such manner as ii may deem fit in order to give effect to the above resolution."

By order of the Board

Place: New Delhi Dated: May 21, 2019

Jagadish Patrra Vice-President & Company Secretary FCS: 5320

NOTES:

• 1. The Notice of Postal Ballot is being sent to all the members, whose names appear in the Register of Members/List of Beneficial owners as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (NSDL and CDSL collectively be referred as Depositories) as on May 24, 2019 i.e. the cut-off date for dispatch of Notice of Postal Ballot. The Voting rights shall also be reckoned on the paid up value of shares registered in the name(s) of the members on the cutoff dale, Le.May 24, 2019 as per the Register of Members/ List of Benefi cial Owners maintained by the Depositories and shall be in proportion to one vote per fully paid equity share of the Company held by them as on the cut-off date i.e. May 24, 2019.
• 1. Members, who have registered their email IDs for receipt of documents in electronic form are being sent the Notice of Postal Ballot by e-mail at the e-mail address registered with their Depository ParticipanV the Company's Registrar & Transfer Agent. For Members whose e-mail Ids are not registered, physical copies of the notice of Postal Ballot are being sent by post along with Postal Ballot Form and a postage-prepaid self-addressed Business Reply envelope.
• 1. This Postal Ballot Notice along with the Postal Ballot Form have also been made available on the website of the Company i.e. www.iindalsteelpower.com and on lhe website of CDSLi.e. www.evotingindia.com.
• 1. The dispatch of the Postal Ballot Notice shall be announced through an advertisement in at least (one) English Newspaper and at least (one) Hindi newspaper, each with wide circulation in the district, where the registered office of the Company is situated and hosted on the Company Website.
• 1. In compliance with Regulation 44 of the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules framed thereunder, the Company is pleased to provide e-voting facility to all its Members, to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post. The Company has engaged the services of CDSL for the purpose of providing e-voting facility to all its Members. Please note that e-voting is an alternate mode to cast vote and is optional. HOWEVER IN CASES WHERE MEMBERS CAST THEIR VOTES THROUGH BOTH MODES I.E. PHYSICAL POSTAL BALLOT AND E-VOTING, THEN VOTES CAST THROUGH E-VOTING SHALL PREVAIL AND VOTES CAST THROUGH PHYSICAL POSTAL BALLOT SHALL BE TREATED AS INVALID NOTWITHSTANDING WHICHEVER OPTION IS EXERCISED FIRST.
• 1. The e-voting will be available during the following period:

Commencement of e-voting	From 9.00 a.m. (IST) on June 9, 2019
End ofe-voting	Up to 5.00 p.m. (IST) on July 8, 2019

During this period, members of the Company, holding shares ·either in physical form or in dematerialised form as on May 24, 2019, may cast their vote eleclronically. The e-voling module shall be disabled by CDSL for voling !hereafter. Once lhe vote on a resolution is casted by lhe member, he/she shall not be allowed to change ii subsequenlly.

• 1. The last date for receipt of physical Postal Ballot Forms, is upto 05.00 p.m. on July 8, 2019. Please note that Physical Postal Ballot Forms, received after the said date will be strictly treated as if a reply from such member has not been received.
• 1. The Board of Directors ("The Board") has appointed Mr. NavneetArora of Mis Navneet K. Arora & Co., LLP, Company Secretaries, as lhe Scrutinizer, for conducting the postal balloU e-voting process in a fair and transparent manner.
• 1. After completion of the scrutiny of the Postal Ballot Forms and votes casted through e-voling, the Scrutinizer will submit his report to the Chairman or the Company Secretary of the Company or any person as may be authorized by lhem. The Scrutinizer's decision on the validity oflhe Postal BalloVe-voling shall be final. The result of the Postal Ballot will be announced on or before July 10, 2019 and the same will be displayed on the Notice Board of the Company alifs Registered Office and its Corporate Office of the Company, will be intimated lo BSE Limited and National Stock Exchange of India Limited, where shares of the Company are listed. Addilionally, the results will be published on the Company's Website i.e. www.jindalsteelpower.com. The appended Resolutions shall be deemed to have been passed, if approved by requisite majority, on the last date specified by the Company for receipt of duly completed postal ballot forms or completion of e-voli ng.
• 1. Member(s) having any grievance(s} pertaining to Postal Ballol/e-voting process can contact the Company Secretary at Corporate Secretarial Office, Jindal Centre, 4" Floor, Plot no. 2, Sector-32, Gurgoan-122001 Ph. No.: +91 124 6612000, email Id: investorcare@jindalsteel.com.
• 1. All the documents referred to in the accompanying notice and explanatory statement shall be opened for inspection at lhe Registered Office of the Company without any fee on all working days of lhe Company between 10.00 a.m. and 1.00 p.m. from date of dispalch of nolice upto the last date of receipt of votes by postal ballol/ e-voting.

By order of the Board

Place: New Delhi Dated: May 21, 2019

Jagadish Patrra Vice-President & Company Secretary FCS: 5320

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND RULES RELATED THERETO

ITEM NO. 1 , 2, 3 & 4:

Mr. Ram Vinay Shahi, Mr. Arun Kumar Purwar, Mr. Sudershan Kumar Garg and Mr. Hardip Singh Wirk, were appointed as Independent Directors on the Board of the Company pursuant to the provisions of Section 149 of the Companies Act, 2013 ("the Act") read with Companies (Appointment and Qualification of Directors) Rules, 2014 and erstwhile clause 49 of the Listing Agreement with the Stock Exchanges, on the Board for a period of 5 years commencing from July 30, 2014 till July 29, 2019 ("first term" in line with the explanation to Section 149(10) and 149(11 ) of the Act]

Your Board of Directors taking into consideration the recommenda1ions of Nomination and Remuneration Committee and given their background, experience and contribution made by them during their tenure as Independent Directors and the performance evaluation feels that the continued association of Mr. Ram Vi nay Sha hi, Mr. Arun Kumar Purwar, Mr. Sudershan Kumar Garg and Mr. Hardip Singh Wirk would be beneficial to the interest of Company as Independent Directors. Accordingly, lhe Board of Directors proposed the reappointment of Mr. Ram Vinay Shahi, Mr. Arun Kumar Purwar, Mr. Sudershan Kumar Garg and Mr. Hardip Singh Wirk, as Independent Directors of lhe Company, not liable to retire by rotation and to hold office, for a further term of 2 (two) consecutive years on the Board of the Companyw.e.f. July 30, 2019.

The Company has also received lhe consent and declaration from Mr. Ram Vinay Shahi, Mr. Arun Kumar Purwar, Mr. Sudershan Kumar Garg and Mr. Hardip Singh Wirk, that they meel the criteria of independence as prescribed under Section 149(6) of the Act and Securilies and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and under Section 164 of the Act that they are not disqualified for being re-appointed as Independent Directors.

In the opinion of the Board, Mr. Ram Vi nay Sha hi, Mr. Arun Kumar Purwar, Mr. Sudershan Kumar Garg and Mr. Hardip Singh Wirk, fulfi l the conditions for the re-appointment as lndependenlDirectors as specified under the Act and the Listing Regulations.

Provisions of Section 149(10) of the Act provides that an independent director shall hold office for a term of up to five consecutive years on the Board and shall be eligible for re-appointment for a further term up to five consecutive years on the Board on passing a special resolution by the Company and disclosure of such appointment in its Board's report.

In terms of the Listing Regulations, no listed Company shall appoint a person or continue the Directorship of any person as a nonexecutive director who has attained the age of seventy five years uni ess a special resolution passed to that effect. It may be noted that Mr. Ram Vi nay Sha hi and Mr. Arun Kumar Purwar. will attain the age of seventy five years during their further term. Therefore, this statement may also be regarded as an appropriate disclosure under the Listing Regulations.

Details of Directors whose re-appointment as Independent Directors is proposed at Item Nos. 1, 2, 3, and 4, are provided in the "Annexure" to the Notice pursuant to the provisions of (i) lhe Listing !Regulations and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India.

Copy of the draft letter for re-appointment of Mr. Ram Vinay Shahi, Mr. Arun Kumar Purwar, Mr. Sudershan Kumar Garg and Mr. Hardip Singh Wirk. setting out the terms and conditions would be available for inspection at the Registered Office of the Company.

Mr. Ram Vinay Shahi, Mr. Arun Kumar Purwar, Mr. Sudershan Kumar Garg and Mr. Hardip Singh Wirk are interested in the resolutions set out at Item Nos. 1, 2, 3 and 4 of the notice with regard to their respective re-appointments. The relatives of Mr. Ram Vinay Shahi, Mr. Arun Kumar Purwar, Mr. Sudershan Kumar Garg and Mr. Hardip Singh Wirk may deemed to be interested in the respective resolutions to the extent of their shareholding, if any, in the Company.

Save as except the above, none of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

The board recommends the Special Resolutions set out in item no. 1, 2, 3 and 4 of the notice for approval by the members.

ITEMN0.5 &6

In view of the long association and serving the company in various leadership capacities and based on the recommendation ol Nomination and Remuneration Commitlee, the Board ofDirectors in its meeting held on March 29, 2019, had approved the appointment of Mr. N.A.Ansari, as an Additional Director and Wholetime Director designated as Jt. Managing Directorofthe Company for a period of 3 years w.e.f March 29, 2019 on the terms and conditions as set outin the resolution set out in the item no. 6 above.

Pursuant to the provisions of Section 160 of lhe Companies Act, 2013 ("the Act"), Mr. N.A. Ansari, as an Additional Director, will hold office upto the date of ensuing Annual General Meeting of the Company. As lhe Company seeking the approval of the members for certain matters in the interim, your Board thinks it is prudent to obtain approval as well !or the the appointment of Mr. N.A. Ansari as a Director of the Company and therefore, recommends the same !or your approval.

Brief Profile

Mr. N.A. Ansari started his career with Tata Steel, Jamshedpur in 1974 and worked there in various capacities for about 34 years. During this period he worked largely for modernising the steel plant and developed expertise in managing large projects. He leftTata Steel when he was GM Kalinganagarproject.

He joined JSPL group as Executive Director at Patratu unit, JhaFkhand in September 2008. During his tenure at Patratu, he was instrumental in successfully commissioning the two rolling mills of combined capacity of 1.6 MTPA. Subsequently he became Executive Director-lncharge of JSPL Raigarh as well as appointed as Whole time Director the Company. Under his leadership, Raigarh plant not only achieved the rated capacity, but went beyond it.

He was actively involved in setting up and turnaround of Shadeed Iron & Steel Co. (JSIS) As CEO JSIS, he was instrumental in transforming the plant to an integrated steel plant with installation of new 2 MTPAEAF & 1.4 MTPA Bar Mill. JSIS long product and "Jindal Panther TMT brand" acquired leadership position in Middle East Long product market.

Mr. Ansari has 43 years of rich industry experience. He led a large workforce and had been responsible for several innovative practices. Under his dynamic leadership, various projects like SMS, Rolling Mills, Sinter plant, Blast Furnace, Raw Material Handling facilities and Power Plant etc . have been completed in record time and cost.

Mr. Ansari obtained B.Sc. Engineering degree in Mechanical Engineering from AMU, Aligarh in 1974, obtaining first class first position & thus securing gold medal. He has also done various management courses from Wharton School of Business, USA, INSEAD, Singapore and ISB, Hyderabad.

As per the provisions of Section 196, 197 read with Schedule Vof the Act and rules framed thereunder, from time to time, in the event of no profit or profits are inadequate, the Company may pay remuneration as per the terms & conditions of the Section II of Part II of Schedule V lo the Act.

Mr. N.A. Ansari is not disqualified from being appointed as a Director of the Company in terms of Section 164 of the Ac! and has given his consent lo act as Director.

Further, currently, the Company has not defaulted in payment of dues lo any of its banks, public financial institutions, non convertible debenture holders or any other secured creditors, therefore, their prior approval is not required.

The other information as required under (a) Section II of Part II of the Schedule V lo the Act; (b) the parameters for consideration of remuneration as prescribed under Rule 6 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) and (c) Secretarial Standard on General Meetings (SS-2) in relation to the appointment or re-appointment of directors (d) Securi1ies and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; has been provided herewith under the head 'Additional Information' annexed to the notice.

None or the other Directors/ Key Managerial Personnel of the Company/ their relatives, except Mr. N.A. Ansari, Wholelime Director designated as Jl. MD/ his relative who are interested in the resolutions set out in Item No. 5 and item no. 6 of this notice, are, in any way, concerned or interested, financially or otherwise, in these resolutions.

The Board recommends the Ordinary Resolution set out in item no. 5 and Special Resolution set out in Item No. 6 of the notice for approval by !he members.

ltemno.7.8,9&10

It may be noted that the members of the Company in the 38"' Annual General Meeting held on September 22, 2017, approved the reappointment of Mr. Naveen Jindal, as Wholelime Director designated as Chairman, Mr. Dinesh Kumar Saraogi, as Wholelime Director and Mr. Rajeev Rupendra Bhadauria, as Wholetime Direclorof the Company for a period of 3 years w.e.f. October 1, 2017, November 9, 2017 and May 27, 2018 respectively on the following terms & conditions:

Mr. Naveen Jindal. Wholetime.Jlli.ector designated as the Chairman

• a) Remuneration : Rs. 14, 78,40,000 (Rupees Fourteen Crore Seventy Eight Lakhs and Forty Thousand only) per annum.
• b) Reimbursement of expenses on actual basis which are incurred for business of the Company.
• c) Benefits, perquisites, allowances, reimbursements and facilities as per the policy of the Company. The perquisites and allowances, shall include accommodation (furnished or otherwise) or house rent allowance in lieu thereof, house maintenance allowance together with reimbursement of expenses and I or allowances ·for utilisation of gas, electricity, water, furnishing and repairs, medical assistance and leave travel concession for self and family including dependents. The said perquisites and allowances shall be evaluated, wherever applicable, as per the provisions of Income Tax Act, 1961 or any rules framed thereunder or any statutory rnodilication(s) or re-enaclmen!(s) thereof; in the absence of any such rules, perquisites and allowances shall be evaluated at actual cost.
• d) The Company's contribution lo provident fund, superannuation or annuity fund, gratuity payable and encast1ment of leave, as per the rules of the Company, shall be in addition lo the remuneration under (a) above.
• e) In case the Company has no profits or its profits are inadequate in any financial year, the Company will pay remuneration by way of salary, benefits, perquisites, allowances, reimbursements and facilities as specified above or as per the limits prescribed under Schedule V to the Companies Act, 2013 ("the Act"), whichever is lower.

Mr. Dinesh KumarSaraogi. Wholetime Director

• a) Basic Salary: Rs.3,80, 160/- (Rupees Three Lakh Eighty Thousand One Hundred and Sixty Only) per month.
• b) Flexible Compensation Plan: Rs. 5,24,621/- (Rupees Five Lakh Twenty Four Thousand Six Hundred and Twenty One Only) per month.
• c) Performance based Target Variable Pay of Rs. 28,51,200/- (Rupees Twenty Eight Lakh Fifty One Thousand Two Hundred Only) per annum.
• d) Perquisites:
• i. Employer's Contribution to Provident Fund.
• ii. Gratuity in accordance with Company's Policy.
• iii. Mediclaim Insurance coverage for self and family as per Company's policy.
• iv. Group Personal Accident Insurance as per Company's Policy.

• v. Leave encashmen! in accordance with Company's Policy.

• vi. Mobile phone, telephone facility, I- pad, laptop etc. as per Company's Policy.

• vii. Furniture/ fixtures/ home furnishing loan or any other loan as per Company's Policy.
• e) Reimbursement of expenses incurred for business purpose on actuals.
• f) In case the Company has no profits or its profits are inadequate in any financial year, the Company will pay remuneration by way or salary, benefits, perquisites, allowances, reimbursements and facilities as specified above or as per the limits prescribed under Schedule V to the Act. whichever is lower.
• g) Authorisation to Board of Directors (hereinafter referred to as "Board" which term shall include the Nomination and Remuneration Committee ol lhe Board) to revise the remuneration subject to maximum 20% of his gross salary per annum including that for the financial year 2016-17 for such quantum, periodicity and interval subject to overall limits as prescribed, from time to time, under the Act;

Mr. Raieev Rupendra Bhadauria, Wholetime Director

• a) Basic Salary: Rs. 6,28,615/- (Rupees Six Lakh Twenty Eigh!Thousand Six Hundred Fifteen only) per month
• b) FlexibleCompensalion Plan: Rs. 8,67,489/- (Rupees Eight Lakh Sixty Seven Thousand Four Hundred Eighty Nine only) per month
• c) Performance based Target Variable Pay ol Rs.56,57,544/-(Rupees Fifty Six Lakh Fifty Seven Thousand Five Hundred Forty Four Only).
• d) Perquisites:
• i. Employer's Contribution to Provident Fund.
• ii. Gratuity in accordance with Company's Policy.
• iii. Mediclaim Insurance coverage for self and fami ly as per Company's policy.
• iv. Group Personal Accident Insurance as per Company's Policy.
• v. Leave encashment in accordance with Company's Policy.
• vi. Mobile phone, telephone facility, I- pad, laptop etc. as per Company's Policy.
• vii. Furniture/ fixtures/ home furnishing loan or any other loan as per Company's Policy.
• viii. Company owned car, chauffeur and fuel.
• e) Reimbursement of expenses incurred for business purposes on actuals.
• f) In case the Company has no profits or its profits are inadequate in any financial year, the Company will pay remuneration by way of salary, performance based target variable pay, benefits, perquisites, allowances, reimbursements and facilities as specified above or as per the limits prescribed under Schedule V to the Act, whichever is lower.
• g) Authorisalion to Board of Directors (hereinafter referred to as "Board" which term shall include the Nomination and Remuneration Committee of the Board) to revise the remuneration subject to maximum 20% or his gross salary per annum including that for the financial year 2016-17 for such quantum, periodicity and interval sub ubject to overall limits as prescribed, from time to time, under the Act;

Subsequently as per the then provisions of the Companies Act, 2013, the Company had filed applications with the Ministry of Corporate Affairs ("MCA") for seeking necessary approvals for payment of the remuneration to Mr. Naveen Jindal, Wholetime Director designated as lhe Chairman of the Company, Mr. Rajeev Rupendra Bhadauria, Wholetime Director and Mr. Dinesh Kumar Saraogi, Wholetime Di rector of the Company.

ll may further be noted that members of the Company in their 39"' Annual General Meeting held on September 28, 2018, approved:

• (i) the ratification of the payment and waiver of the recovery of excess remuneration paid to Mr. Naveen Jindal. Wholetime Director designated as Chairman orthe Company for the period April 1, 2017 to September 30, 2017 as follows:
• a) Basic Salary: Rs. 1, 10,00,000 (Rupees One Crore Ten Lakh Only) per month.
• b) Reimbursement of expenses on actual basis which are incurred for business of the Company.
• c) Benefits, perquisites, allowances, reimbursements, retirement benefits and facilities restricted to a cap of 25% of the Salary as mentioned above.
• (ii) the amendment in the terms & conditions of the re-appointment of Mr. Rajeev Rupendra Bhadauria and Mr. Dinesh Kumar Saraogi, Wholetime Directors as to include the following: ·
• a) Entitlement for options/ shares under the ESOP/ESPS schemes/plans as per the policy of the Company in accordance with extant regulations/rules.
• b) Entitlement for such other benefits, perquisites, allowances, reimbursements and facilities as may be determined by the Board from time to time.

The approval ol the members for the waiver of the recovery of excess remuneration paid lo Mr. Naveen Jindal, Wholetime Director designated as Chairman of the Company for the period April 1, 2017 to September 30, 2017 by way of Special Resolution was taken as advised by the MCA vide its letter dated July 19, 2018 consequent lo the application filed with the MCA for seeking the approval towards waiver of recovery of excess remuneration paid during the period April 1, 2017 to September 30, 2017.

In the interim, the Ministry of Corporate Affairs, vide its notification no. S.O. 4822(E) and S.O. 4823(E)dated September 12, 2018 (which has come into force with effect from September 12, 2018 (the "Effective Date") has done away with the requirement or obtaining the

approval or the MCA and permits the Company to pay remuneration to managerial personnel in excess of the limits prescribed under Section 197 read with Schedule V to the Act with the consent of the members of the company by way of a special resolution by amending the relevant provisions pursuant to the Companies (Amendment) Act, 2017 (the "Amendment Act"). as it was required under erstwhile Section 197 read with Schedule V to the Act and any application pending with the MCA for the above purposes shall be deemed to be abated on the Effective Date and advised the Companies to take fresh approvals from the members of the Company within a period of 1 (one) year from the Effective Date in relation to the remuneration paid I payable to the managerial personnel or waiver of recovery of excess remuneration paid to the managerial personnel.

In view of the above amendments, following applications filed by the Company ror seeking the approvals or MCA towards payment of managerial remuneration have been abated by MCA and advised the Company lo take necessary approval in accordance with the amended provisionsoftheAct:

• a. Approval for the ratification of payment and waiver of the recovery of excess remuneration paid to Mr. Naveen Jindal, Wholetime Director designated as the Chairman of the Company for the period commencing from April 1, 2017 to September 30, 2017.
• b. Approval for the payment of remuneration to Mr. Naveen Jindal, Wholetime Director designated as the Chairman, Mr. Dinesh Kumar Saraogi, Wholetime Director and Mr. Rajeev Rupendra Bhadauria, Wholetime Director for the period of 3 years w.e.f Oclober 1, 2017, November9, 2017 and May 27, 2018respeclively.

The members may note that Mr. Rajeev Rupendra Bhadauria, Wholetime Director has stepped down from the Company from the close of business hours of January 31 , 2019.

In view of the above, the Board or Directors in its meeting held on May 21, 2019, after considering the recommendations of Nomination and Remuneration Committee, recommended special resolutions set out in item no. 7 to item no. 10 for your approval.

The other information as required under (a) Section II of Part II of the Schedule V to the Act; and {b) Secretarial Standards on General Meetings (SS-2) in relation to the appointment or re-appointment of directors {c) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; in relation to Mr. Naveen Jindal, Wholetime Director designated as the Chairman and Mr. Dinesh Kumar Saraogi, Wholetime Director have been provided herewith under the head 'Additional Information' annexed to the notice.

Further, currently, the Company has not defaulted in payment of dues to any of its banks, public institutions, non-convertible debenture holders or any other secured creditors. therefore, their prior approval is not required.

None of the other Directors/ Key Managerial Personnel of the Company/ their relatives, except Mr. Naveen Jindal, Wholetime Director designated as Chairman and Mrs. Shallu Jindal. Director/ their relatives who are interested in the resolutions set out in Item No. 7 and 8, Mr. Dinesh Kumar Saraogi, Wholetime Director I his relative who are interested in the resolution set out in Item No. 9, of this notice, are, in anyway, concerned or interested, financially or otherwise, in these resolutions.

ADDITIONAL INFORMATION

(Additional Information in terms of (a) Section II of Part II of the Schedule V to the Act; (b) Secretarial Standards on General Meetings (SS-2) in relation to the appointment or re-appointment of directors and (c) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

I. GENERALINFORMATION:

• 1) Nature of Industry: Steel and Power
• (2) Date or expected date of commencement of commercial operation: N.A. (The Company is an existing Company and was incorporated on September 28, 1979.)
• (3) In case of new companies, expected date of commencement of activities as per the project approved by financial institutions appearing in the prospectus: N.A.
• (4) Financial performance based on given indicators:

(Rupees in Crore except EPS)

Particular	2018-19 (Audited- Standalone)	2017-18 (Audited- Standalone}	2016-17 (Audited- Standalone)
Total Income	27,730.42	17,523.04	15,502.49
Profit I (Loss)before tax	(569.78)	(671.98)	(1,456.98)
Net Profit I (Loss)after tax	(262.90)	(361.61)	(986.45)
Earnings PerShare (EPS)	(2.72)	(3.95)	(10.78}

(5) Foreign investments or collaborations, if any:

The Company has invested in below-mentioned foreign direct subsidiaries:

• 1. Jindal Steel & Power (Mauritius) Limited
• 1. Jindal Steel Bolivia SA
• 1. Skyhigh Overseas Limited

These foreign subsidiaries have various subsidiaries and step down subsidiaries in various foreign countries

Item no.6

II. INFORMATION ABOUT MR. N.A. ANSARI:

Name and DIN	Mr. N.A. Ansari (DIN:03340568)
Brief Resume	Mr. N.A. Ansari started his career with Tata Steel, Jamshedpur in 1974 and worked there in various capacities for about 34 years. During this period he worked largely ror modernising lhe steel plant and developed expertise in managing large projects. He left Tata Steel when he was GM Kalinganagar project.
	He joined JSPL group as Executive Director al Patratu unit, Jharkhand in September 2008. During his tenure at Patratu, he was instrumental in successfully commissioning lhe two rolling mills of combined capacity of 1.6 MTPA. Subsequently he became Executive Director-lncharge or JSPL Raigarh as well as appointed as Whole lime Director the Company. Under his leadership, Raigarh plant not only achieved the rated capacity, but went beyond it.
	He was actively involved in selling up and turnaround of Shadeed Iron & Steel Co. (JSIS) As CEO JSIS, he was instrumental in transforming the plant to an integrated steel plant with installation of new 2 MTPA EAF & 1.4 MTPA Bar Mill. JSIS long product and "Jindal Panther TMT brand" acquired leadership position in Middle East Long product market.
	Mr. Ansari has 43 years ol rich industry experience. He led a large workforce and had been responsible lor several innovative practices. Under his dynamic leadership, various projects like SMS, Rolling Mills, Sinter plant, Blasl Furnace, Raw Material Handling facilities and Power Plant etc. have been completed in record time and cost.
	Mr. Ansari obtained B.Sc. Engineering degree in Mechanical Engineering from AMU, Aligarh In 1974, obtaining lirst class first position & thus securing gold medal. He has also done various management courses from Wharton School of Business, USA, INSEAD, Singapore and ISB, Hyderabad.
Nature of Expertise in Specific functional Area	Modernising the steel plants and developed expertise in managing large projects
DateofBirth	04/12/1951
Age	67Years
Qualification	B.Sc. Engineering degree in Mechanical Engineering from AMU, Aligarh in 197 4, obtaining first class first position and gold medal. He has also done various management courses from Wharton School or Business, USA, INSEAD, Singapore and ISB, Hyderabad
Experience	43years
Date of first appointment	March29,2019
Relationship with Director/ Manager & Other Key Managerial Personnel	N.A.
Recognition or Awards	With his contribution to steel industry, Mr Ansari was recognized by several organizations. like "Business Leader of lhe Year" by BTVi a top business channel of India, "Business Turnaround CEO award" by Steel & Metallurgy, leading steel related magazine of India . "India's Most Trusted CEO" award by KVG Int+ (WCRC International)
Job profile and suitability	He joined JSPL group as Executive Director at Palratu unit, Jharkhand in Seplember2008. During his tenure al Palralu, he was instrumental in successfully commissioning the two rolling mills of combined capacity of 1.6 MTPA. Subsequently he became Executive Director-lncharge of JSPL Raigarh as well as appointed as whole time Director the Company. Under his leadership, Raigarh plant not only achieved the rated capacity, but went beyond it.
	He was actively involved in setting up and turnaround of Shadeed Iron & Steel Co. (JSlS) As CEO JSJS, he was instrumental in

	transforming the plant lo an integrated steel plant with installation of new 2 MTPA EAF & 1.4 MTPA Bar Mill. JSIS long product and "Jindal Panther TMT brand" acquired leadership position in Middle East Long product market.
Terms and Condition including Remuneration proposed	As per Resolution
Past Remuneration	N.A.
Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)	The remuneration payable has been benchmarked with the remuneration being drawn by similar positions in Steel & Power Industry and has been considered by the Nomination and Remuneration Committee and Board of Directors of the Company
Shareholding in the Company	Nil
Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any	Mr. N.A. Ansari has no pecuniary relationship, directly or indirectly, w1th the Company except to the extent of his remuneration and shareholding in the Company.
Number of meeting of Board attended during the financial year ended on March 31, 2019,:	1(1
Membership in committee(s) of Board:	(I) Corporate Management Committee (ii) Audit Committee (iii) Stakeholders' Relationship Committee (iv) Health, Safety, CSR and Environment Committee (v) Governance and Business Ethics Committee (vi) Risk Management Committee (vii) Investment Committee
Directorship of the other Board :	1, Panther Transfreight Limited
Membership/ Chairmanship in the Committee of the Other Board:	Nil

Item no. 7 and 8

II. INFORMATION ABOUT MR. NAVEEN JINDAL:

NameandDIN	Mr. Naveen Jindal (DIN:00001523)
Brief Resume	Mr. Naveen Jindal is the Chairman of Jindal Steel and Power Limited (JSPL). President of the Flag Foundation of India (FFI) and Chancellor of the 0.P. Jindal Global University. He represented Kurukshetra Parliamentary Constituency inthe 14th and 15th Lok Sabha Assembly Election. He is a management graduate from the University of Texas at Dallas. Under his able leadership, JSPL has transformed into a world-class organizalion with business interests across India, Asia.Australia and Africa.
Nature of Expertise in Specific function al Area	He was the Managing Director of the Company for fourteen years up to September 30. 201 2. Under his able leadership and guidance, the Company completed various expansion plans and new projects successfully, achieved high levels of growth and established its footprint globally. He was among the 25 Indians, lobe a part of the elite, 250 Young Global Leaders-2007; by the World Economic Forum.
Date of Birth	March 9, 1970
Age	4gYears
Qualification	M anagement Graduate from the University of Texas al Dallas
Experience	Wide Managerial Experience
Date offirstappointment	09/05/1998
Relationship with Director/ Manager & Other Key Managerial Personnel	Relative (Spouse) of Mrs. Shallu Jindal (Non-Executive-Women Director)
Recognition or Awards	Mr. Naveen Jindal was ranked as India's Best CEO by the BT INSEAD-Harvard Business Review Study. He was also ranked,

	among the top ten India Inc's Most Powerful CEO's - 2011, by Economic Times-Corporate Dossier. He was conferred with the Ernst and Young Entrepreneur of the year, 2010 - award in the fieldof Energy & Infrastructure. Mr. Jindal, as the Founding Chancellor of the O.P. Jindal Global University, was conferred with the Justice P.N. Bhagwati Award, byDr. A.P.J. Abdul Ka lam, former President of India, for his unique contribution to legal education and corporate philanthropy. He is a national record holder in skeet shooting and an accomplished polo player. The Indian Shooting Team, under his captaincy, won a silver medal in the South Asian Federation Games, April 2004, in Pakistan. He created a new national record and also won a gold medal in the individual skeet event at the 47th National Shooting Championship (Shotgun).
Job profile and suitability	Mr. Naveen Jindal is leading JSPL group as the Chairman of the Company and is looking after all business segments of the group viz. Steel, Power, Mining and Global Ventures
Terms and Condition including Remuneration proposed	As per Resolution and explanatory statement thereto
Past Remuneration	2016-17:Rs. 705.63Lakhs
	2017-18: Rs. 969.00Lakhs
	2018-19: Rs. 1,218.25 Lakhs
Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect lo the country of his origin)	The remuneration payable has been benchmarked with the remuneration being drawn by similar positions in Steel & Power Industry and has been considered by the Nomination and Remuneration Committee and Board ofDireclors of the Company
Shareholding in the Company	81,36,596 Equity Shares
Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any	Mr. Naveen Jindal has no pecuniary relationship, directly or indirectly, with the Company except to the extent of his remuneration and shareholding in the Company.
	His relatives and Companies/ trusts owned or controlled by him/them are holding equity shares in the Company and forming part of the Promoter group. Further, his son is holding the place of profit in the Company and the same was already approved by the shareholders in 1heAnnual General Meeting held on September 28, 2018
Number of meeting olBoard attended during the financial year ended on March 31, 2019,:	5/5
Membership in Committee(s)of Board:	1. Corporate Management Commillee
Directorship ollhe other Board :	Nil
Membership/ Chairmanship in the Committee of the Other Board.	Nil

Item no. 9

II. INFORMATIONABOUTTHE MR. D.K. SARAOGI:

Name and DIN	Mr. D.K. Saraogi (DIN:06426609)
Brief Resume	He holds a bachelor's degree in Mechanical Engineering from the Government Engineering College, Jabalpur. He has working experience of 37 years in the field of steel and power and has been working with the Company since 1988 al various senior positions.
Nature of Expertise in Specific functional Area	Working experience of37 years in the field of Steel and Power.
Date ofBirth	June 1, 1958
Age	60years
Qualification	Bachelor's Degree in Mechanical Engineering from !he Government Engineering College, Jabalpur

Experience	He has working experience of 37 years in the field of steel and power and has been working with the Company since 1988 at various senior positions
Date of first appointment	November 9, 2012
Relationship with Director/ Manager & Other Key Managerial Personnel	NJ.A.
Recognition or Awards	Best Corporate award leader of Odisha 2014,
	Best HR Leader & Training Excellence "The Greentech Award" Bangalore, 2014
	Best Corporate Award Leader or Odisha, 2013
	Best CSR Award 2013
	Golden Peacock National CSRAward
	Best CSR in Asia Interface Award 2012
Job profile and suitability	He is associated with Company since 1988 and is currently heading the Raigarh unit oflhe Company in Chhattisgarh.
Terms and Condition including Remuneration proposed	As per Resolution and explanatory statement thereto
Past Remuneration	2016-17: Rs. 129.39 Lakhs
	2-017-18: Rs. 123.45 Lakhs
	2018-19: Rs.183.64 Lakhs
Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect lo the country of his origin)	The remuneration payable has been benchmarked with the remuneration being drawn by similar positions in Steel & Power Industry and has been considered by the Nomination and Remuneration Committee arid Board of Directors of the Company
Shareholding in the Company	52, 157 Equity Shares
Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any	Mr. D.K. Saraogi has no pecuniary relationship, directly or indirectly, with the Company except to the extent of his remuneration and shareholding in the company.
Number or meeting ofBoard attended during the financial year ended on March 31, 2019,:	5/5
Membership in Commillee(s)of Board:	(i) Corporate Management Committee (ii) Health, Safety, CSR and Environment Commillee
Directorship of the other Board :	Nil
Membership/ Chairmanship in the Committee of the Other Board:	Nil

Ill. OTHERINFORMATION:

Reason of loss or inadequate profits: In view of the cancellation of the coal blocks, increased cost of raw material, as well as non- availability of fuel, increased borrowing cost, volatile market conditions, cheap imports at predatory prices, high interest burden due to additional debt taken, non-utilisation of plant capacities, and depreciation impact of large asset base put pressure on steel prices domestically. This affected the profitability and the Company reported net loss.

Steps taken or proposed to be taken for improvement & expected increase in productivity and profits in measurable terms: Your Company has taken necessary steps lo ensure optimum capacity uti lization to achieve higher growth on turnover and higher EBlTDA. In addition to this, your Company is also ensuring reduction in raw material cost by participating in Coal and Iron Ore Mine auctions. This will ensure availability of raw material at a cheaper price and increase competitiveness in procurement process thereby reducing the procurement cost substantially. The Company is also taking various steps to reduce cost of production by cutting on other expenses, coal costs and modernization, reducing the working capital by 15-20% thereby reducing the interest cost and looking at sale of non-core assets to bring down the debt levels and listing of some of the existing entities to raise capita I.

Details of the Directors seeking re-appointment

{In pursuance of Regulalion 26(4) & Regulation 36(3) of Securities and Exchange Board or India (Listing Obligalions and Disclosure Requiremenls) Regulalions, 2015 and Secrelarial Standard on General Meetings (SS-2)}

Name of Director		Mr. Ram Vinay Shah! (DIN: 01337591)	Mr. Arun l <umar purwar(DIN: 00026383)	Mr. Sudershan Kumar Garg Mr. Hardip Singh Wirk (DIN: 00055651)	(DIN: 00995449)
i)	Dale of Birth/Age	January 05, 1945 / 74 yea1·s May 14, 1946/73 years		December 2, 1950/ 68 Years	May 26, 1969/ 50 years
ii)	Qualifications	Bachelor's degree in mechanical engineering, post graduate degree in industrial engineering, post graduate diploma in business management and a diploma in advanced industrial management	Master's de-gree in commerce and a diploma in business adminislrnlion	Bachelor's Degree in Commerce and Chartered Accountant	Bachelor's degree in law
Iii)	Brief Resume/ Experience	Mr. Ram Vlnay Shahi holds Mr. Arun Kumar Purwar a bachelor's degree in Mechanical Engineering from the National Institute of Business Adminlslrallon. Technology, Jamshedpur, post graduation in Industrial Chairman o r State Bank of Engineering from lhe National Productivity Council, Chennal, post graduate diploma in Business Management (equivalent lo MBA) from Xavier tnslllute, Ranchi and a diploma in Advanced Industrial Management from covering almost entire Delrt, Holland. He is a fellow range of commercial of the World Academy of also a fellow of the lnslllulion of Engineers (India), a fellow of lnlernalional lnslilule of Electrical Engineers and a fellow of lhe Indian Nallonal during 2005-2006. Post his Academy of Engineering. He has lechnical, administrative and managerial exporience of approximately 4 7 years. He private equity rund, and has served as the Secretary, Ministry of Power, Government of India estate projects and (Got), from April 2002 to January 2007, prior to which he was Chairman and Managing Director or BSES Limited from 1994 lo 2002. He also worked in various capacities with Hindustan Steel Limited (now Steel Authority of India infrastructure viz. Limited) for over ten years and NTPC Limited for sixteen years and was Director (Operations) on the which include: CEO of the Board of NTPC. During his tenure as the Secretary lo Gol, the Indian power sector witnessed major restructuring through the formulation and implementation of legislative and policy initiatives aimed al creating a compelilive market structure. These Included, among others, the Eleclricily Act (2003), Nalional Electricity Policy (2005). Eleclricity Tariff Policy (2006), Accelerated Power Development	holds a master's degree in Commerce and a diploma in Mr. Purwarwas the India, the largest Bank in the country from November 2002 lo May 2006. He held several Important and critical posil ions like Managing Director of State Bank of Patiala. Chief Executive o mcer of Tokyo banking operations in his Productivity Sciences. He Is long and Illustrious career at the Bank. He was also associated l n selling up of SBI Life. Mr. Purwar also worked as Chairman ol Indian Bank Association retirement from SBI, he was associated with a leading industry house in selling up the first heallhcare focused highly successful NBFC focused on funding real educational inslllutions. He is regularly Invited to various conferences and workshops .and o ther forums to share his views on Banking and Monetary Policy. He is passionate about creation of healthcare, education and solar power. He has received several award year Award from The lnslllule of Technology and Management (2004). ·outstanding Achiever of the year' award from Indian Banks' Association (2004) 'Finance Man of lhe Year' Award by the Bombay Management Association in 2006.	Mr. Sudershan Kumar Garg Mr. Hardlp Singh Wlrk holds a bachelor's degree in Commerce from Shri Ram College or Commerce and is a Chartered Accountant by profession since 1973. He has 44 years of varied experience in the field of Oil & Power. He has worked with Indian Oil Corporation Limited for 29 years and has acquired rich experience In Finance, Marketing, Pipelines, Excise & Customs, Oil Pricing etc. He was Executive Director (Finance) in Indian Oil Corporation. He joined the Board or NHPC Limited (A Govt. of India enterprise) as Director (Finance) in 2003. In estate. October 2005, he was appointed Chairman and Managing Director of NHPC and NHDC Limited (a subsidiary of NHPC) and served al lhese posts for more lhan five years till his superannuation in December 2010. He was also the Chairman of Loktak Downstream Hydroelectric Corporation Limited. Under his able guidance, NHPC was conferred with 'Mini Raina Category - I' status by GOI. He was instrumental in commissioning five hydro- electric power projects in India with an aggregate installed capacity or 1,820 MW. Under his leadership, N HPC got several new hydro, thermal and wind power projects. As Chairman and Managing Director of NHPC he was Involved in business process re engineering and restructuring, expansion of business, IPO of shares etc. He successfully brought maiden IPO of NHPC, which was oversubscribed by 24 times in 2009 and also introduced enterprise resource planning (ERP) in the NHPC. He was also on lhe Board of International Hydro Association (IHA). He was conferred with 'Lifetime Achievement Award' by the	holds a bachelor's degree in law lrom Delhi University. He started his career in 1998 as a lawyer with Mr. P. V. Kapur, Sr. Advocate and has handled various cases in Delhi High Court. Company Law Board, Consumer Forum and Supreme Court of India. Thereafter, he joined Mis TrilegaJ, a Corporate Law firm, where he specialized in foreign investments, real estate and general corporate advice. In 2005, he started his Independent practice specializing in foreign investment and real

		Reform Programme (2002) and Ultra Mega Power Project Polley (2006). He has presented many papers		Institute of Economic Studies in 2010, 'CA Professional Manager's Award' in personal capacily by the
		at various Nallonal and International Conferences and edited a book enlilled '100 Years of Thermal Power in India' (2000). He has authored the following books viz. i) Indian Power Sector - Challenge and Response (2005), ii) Towards Powering India : Policy Initiatives and Implementation Strategy (2007), iii)Energy Security and Climate Change (2009) and iv) Light at lhe End of Iha Tunnel? Way forward For Power Sector (2013).		lnslltute or Chartered Accountants of India in 2008, the 'SRCC Alumni award' by Shri Ram College ol Commerce in 2009 and 'CEPM - PMA Honorary Fellowship Award' by the Centre for E> <cellence inProject Managemenl (CEPM) and Project Management Associates apart from gelling several o ther awards. He has widely travelled both within India as well as abroad and gained rich experience in oil and power sectors.
		He has received several awards which include. among others, the Eminent Engineer Award by the lnstitulion of Engineers, Besl Power Man of the Millennium Year 2000 Award by the National Foundallon of Indian Engineers and Power Telecom Convergence Award 2000 by the lndependenl Power Producers Association of India and Nallonal Power Training Institute.
iv)	Terms and Conditions of Re-appolnlment	Mr. Ram Vinay Shahi will be Mr. Arun Kumar Purwar will appointed as Independent Director for a period or 2 years w.e.f. July 30, 2019	be appointed as Independent Director for a period of 2 years w.e.f. July 30, 2019	Mr. Sudershan Kumar Garg will be appolnled as Independent Director for a period of 2 years w.e.f. July 30, 2019	Mr. Hardip Singh Wirk will be appointed as Independent Director for a period of 2 years w.e.f. July 30, 2019
v)	Details or Remune1alion sought lo be paid	N.A.	N.A.	N.A.	N.A.
vi)	Last Remuneration drawn	N.A.	N.A.	N.A.	N.A.
vii)	Dale of firsl appoinlment on October 15, 2007 the Board		July 30, 2007	November 9, 2012	January 14, 2009
viii)	No. of shares held	NII	8,000 Equity shares	1,200 Equity shares	Nil
ix)	Relationship with other Directors, Manager and other Key Managerial Personnel o f the company	He is nol relative or any other director, Manager or Key Managerial Personnel of lhe Company	He is not re lative of any olher direc tor, Manager or Key Managerial Personnel of lhEl Company	He is not relalive of any other director, Manager or Key Managerial Personnel of Key Managerial Personnel the Company	He is not relalive of any other direclor, Manager or or the Company
x)	No. of Board Meetings attended/held during Financial Year 2018-19	4/5	5/5	5/5	4/5
xi)	Directorships held in other companies	1. Energy lnfralech Private limited 2. RV Shahl Advisory Privale Limited	1. Alkem Laboratories Limited 2. Reliance Communications Limited 3. llFL Finance Limited 4. Balaji Telefilms Limited 5. Energy 1nrratech Private Limited 6. ONGC Trlpura Power Company Limited 7. TADAS Wind Energy Private Limited 8. Mizuho Securities India Private Limiled 9. Eroule Technologies	1. Jindal Power Limited 2. Jindal Really Limited 3. Elalin Hydro Electric Power Company Limited 4 . Kamala Hydro Electric Power Company Limiled	1. Jindal Power Limited 2. Elalin Hydro Eleclric Power Company Limited 3. Kamala Hydro Eleclfic Power Company Limited

xii)	Chairman/Member of the Commlnee or the Board or Directors of the Company	1. Audit Committeo 2. Risk Management Commit lee	1. Audit Committee 2. Nomination and Remuneration Committee 3. Investment Commillee 4. Risk Management Committee	1. Stakeholdor's RelaUonshlp Commlllee 2. Health, Safely, CSR and Environment committee 3. Governance and Business Ethics Commktee 4. Nomination end Remuneration Commklee 5. Risk Management Commllloo	1. Audit Committee 2. Stakehok!er's Relationship Commillee 3. Health, Safely, CSR and Environment Committee 4. Governance & Business Ethics Committee 5. Nomination and Remuneration Committee 6. Investment Committee
	Commlltee position held In olher companies	NII	1. Chairman, Audit Commil!ee, a. ONGC Trlpura Power company Limited b. Tadas Wind Energy Private Limited 2. Chairman, Nomination and Remuneration or Alkem Laboratories Limited 3. Member, Nomination and Remuneration Commillee llFL Holdings Limited a. b. Tadas Wind Energy Private Limited 4. Member, Risk Management commtttoe or llFL Holdings Limited 5. Member, Corporate Social Responsibility Committee of Alkom Laboratories limited	1. Chairman, Audit Commillee a. Jindal Power Llmlled b. Etalln Hydro Electric Powor Company Limited c. Kamala Hydro Electric Power Company Limited 2. Chairman, Nomination and Remunerallon Commillee a. Elalln Hydro Electric Power Company Limited b. Kamala Hydro Eloctrlc Power Company Limited 3. Member, Nominallon and Remuneration Commtttoe ol Jindal Power Limited	1. Member, Audit Committee a. Jindal Power Limited b. Etalin Hydro Electric Power Company Limited c. Kamala Hydro Electric Power Company Limited 2. Member, Nomination and Remuneration Committee a. Etalln Hydro Electric Power Company Limited b. Kamala Hydro Electric Power Company Limited 3. Chainman, Nomination and Remuneratlon Committee of Jindal Power Limited

	Jindal Steel & Power Limited	JINDAY'

Registered Office: O.P. Jindal Marg, Hisar - 125 005 (Haryana) STEEL & POWER

Corporate Secretarial Office: Jindal Centre, Tower-B, 4th Floor, Plot No.2, Sector-32, Gurgaon-122001 (Haryana) CIN: L27105HR1979PLC009913 I Website: www.iindalsteelpower.com I

Email: i.SPlinfo@lindalsteel.com, Tel.: +91 124 6612000 Fax: +91 11 26161271

POSTAL BALLOT FORM Serial No .............. . Name of the member(s)

Including joint-holders. if any

2 Registered address of the sole/ first named member

3 Registered Folio No. /DP ID• & Client ID No.' (*Applicable to member(s) holding shares in electronic form)

4 No. of Shares held

5 I/We hereby exercise my/our vote in respect of the Resolulion(s) lo be passed through postal ballot for the business (es) enumerated below by sending my/our assent or dissent to the said resolution(s) by placing a lick (,1) mark in the appropriate box below:

Item No.	Description of Resolution(s)	No. of shares for which voles cast	I / we assent to the resolution (FOR)	I /we dissent to the resolution (AGAINST)
1.	To re-appoint Mr. Ram Vinay Shahi (DIN: 01337591 ), as an lndeoendent Director for lhe second term of 2 years.
2.	To re-appoint Mr. Arun Kumar Purwar (DIN:00026383), as an Independent Director for the second term of 2 years.
3.	To re-appoint Mr. Sudershan Kumar Garg (DIN:00055651 ), as an Independent Director for the second temi of 2 years.
4.	To re-appoint Mr. Hardip Singh Wirk (DIN:00995449), as an lnden<>ndent Director for the second term of2 vears.
5.	To appoint Mr. N.A.Ansari (DIN:03340568), asa Director.
6	To appoint Mr. N.A.Ansari (DIN:03340568), as Wholetime Director designated asJt. Managing Director.
7.	To consider, ratify and approve the payment and waiver of the recovery of excess remuneration paid to Mr. Naveen Jindal (DIN:0001523), Wholellme Director designated as Chairmanoflhe Comoanv
8.	To consider and approve the waiver of the recovery of excess remuneration paid and payment of remuneration to Mr. Naveen Jindal (DIN:OD01523). Wholetime Director designated as chairman of the Company
9.	To consider and approve the waiver of the recovery of excess remuneration paid and payment of remuneration lo Mr. Dinesh Kumar Saraogi (DIN:06426609). Wholelime Director of the Company
10.	To consider, ratify and approve the payment and waiver of the recovery of excess remuneration paid to Mr. Rajeev Rupendra Bhadauria (DIN:00376562). Wholelime Direclorofthe Company

Place: ....................... .

Dale: ... ................. . . Signature of the member

ELECTRONIC VOTING PARTICULARS

The Remote E-voling is available at the link www.evotingindia.com. The a-voting particulars are set out as follows: EVSN (E-Voting Sequence Number) USER ID SEQUENCE NO.

Notes: 1) Each equity share of the Company carries one vote.

2) Please read carefully the Instructions printed overleaf before exercising the vole.

Last Date for Receipt of Postal Ballot Form by the Scrutinizer: July 8, 2019 up to 5:00 p.m.

			INSTRUCTIONS
1.			Member(s) dosirlng to exercise vote by postal bottot should complete the Posto I Bollot Form and send it lo Mr. Navneet Arora or Mis Navneet I<. Arora & Co., LLP, Company Secretaries, tho Scrutinizer, Jindal Steel & Power Limited, 28, Shivaji Marg, Najafgarh Road, New Delhi - 110015, Jn the attached postage pre-paid self-addressed envelope. Postage will be borne and paid by the Company. Envelope containing the Postal Ballot Fonm, if deposited In person or sent by courier at the expense or the Shareholder(s) will
2. 3.		also be accepted.	Postal Balol Form should be completed in all respects and signed by the member, as por the specimen signalure registered with the Campany/Depository Petticipant/Registrar and Transrer Agent, as tho case may be. In case of joint holding, lhe form should be completed and signed by the first named shareholder and in his/her absence, by the next nomod member. In case postal ballot form is signed throogh an attorney, a copy or Iha Power or Attorney attesled by the member shall be amexed to the postal balot form. In case of shares are held by companies, trusts. societies etc the duly completed postal ballot form should be accompanied by a certified true copy of Board
4.			Resolution/Authority together with the specimenslgnaturesof the duly authorized slgnatory(les). A tick mark (.I) should be placed in the relevant box signifying assent I dissenl for the resolution, as lhe case may he, before mailing the poslal ballot rorm. The assent/ disseot
5.		be final and binding.	1 eceived in any other rorm sh al be considered as Invalid. Postal ballot form bearing (.I) mark In both the columns will render the form invalid. Incomplete, unsigned, lnoorrect, defaced. torn. mutilated, overwritlen postal ballol form will be rejected. The Scrutinizer's decision on the validity or lhe Postal Ballot Form shall •
6.			Duly completed Postal Ballot Form should reach Ille Scrutlnlzernol laterlhan 5:00 p.m. on July 8, 2019. Postal baliol lonm received after this date and time will be strictly treated as lfthe reply from such member(s) has not been received.
7. 8.			Members are requested to complete the postal ballot form in Indelible ink (avoid completing It by using erasable writing medium(s) like pencil). The voting righl or mombers shal be in proportion lo one vole per fully paid equity shareollhe Company held by !Item as on the cut-off date I.e. May 24, 2019.
9. 10.			VolingthroughPostalBalotshallnolbeexercisedbyaProxy. Members desiring split voling i.e. FOR and AGAINST on tho same resolution, can do so by downloading Poslal Ballot Form from lhe URL: bllJ>:J/www evolingindia.corn or www-iindaJsteelPoWQ[ com or by obtaining dupflcate I additional poslal ballot form f1om lhe Company by wnting lo the Company Secretary, Jindal Steel & Power Limited, Coq>0rate Secrelarlal Officer, 4• Floor. Tower B, Plot No. 2. Sector-32, Gurgaon-122001.
12. 13.			However, the duly completed duplicale/addlllonal poslal baSot form should reach the Scrutinizer notlaterthan the dale ond time specified in Point No. 6 abovo. Members are roquostod not to send any other paper along with Iha postal ballot form In the enclosed postage prepaid selr-addressed envelope. If any extraneous papers are found, the same will be destroyed by the Scrutinlter. However in case members cast their vole both via Physical Postal Ballot and e-Voting. lhen voting through e-Vollng shall prevail and voling done by Postal Ballot Form shall be
14.			treated as invalid notwithstanding whichever opllon Is e•erciscd first. PROCESS FOR MEMBERS OPTING FORE-VOTING
	I.		The procedure and Instructions for members for voting electronically are as under: The voting period begins on 9:00 a.m. on June 9, 2019 and ends on 5:00 p.m. on July 6, 2019. During this period shereholders' of the Campany, holding shares either In physical form orin dematerialized form, as on the cut-on date Mey 24, 2019 may cast their vole e!ectro ~cally. Thee-voling moduleshatt be dlsabled by COSLfOf vollng thereafter. The shareholders should log on to the e-voting website www.evotingindia.com
	ii. iii.	Now Enter your User ID.	Now ell ck on Shareholders/Members
			ForCDSL: 16dlgits beneficiary ID, For NSDL: 8 Character DP ID followed by 6 Digits Client lD,
	iv. v.		Members holding shares in Physical Form should enler Folio NLmber registered with the Company. Nexlenter the Imago Verification as displayed nnd Click on Login. If you are hOkllng shares in demal form and had logged on IO www.evotJngrndia com and voted on an earlier voting or any Company, then your existing password is to be
	vi.	If you are a frrsl llme user follow the steps given below:
			For Members holding shares In Demat Form and Physical Form
		PAN'	Enter your 10 digit alpha•numoric 'PAN issued by lncomo 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 firs! lwo letters or their name and the8digitsofthesequence number in the PAN field
			In case the sequence number is less than 6 digits, enter the applicable number of O's berore the number after the ftrst two characters of the name In CAPITAL letters. Eg. If yourname is Ramesh Kumar with sequence number t then enter RA00000001 in the PAN field. Sequence no. is printed on the ballot IOfm.
		Dividend Bonk Details or Dato	EntertheDMdendBankDctailsOfOaleofBirth(indd/mmlyyformat)asrecordedinyovirdemetacrountorinlheCompany records tn order lo login.
		of Birth (DOB)	II both the details are not recorded wllh the depository or company, please enter U1e member id I folio number In U1e Dividend Bank details field as menlioc1ed in instruction (ill).
	vii. viii ix_		After entering these details appropriately, click on "SUBMIT" lab. Members holding shares in physical form will then directly reach U1e Company selecllon screen. However, members holding shares In demat form wHI now reach 'Password Creation' menu wherein they are required to mandatorlly enter their login password in the new password neld. Kindly note that this password Is also to be used by the demat·holders ror voting lorresolutions of any other company on which they are eligible to vote. provided that company opts for a-voting lhrough CDSLplalfomi. It is strongly recommended not to share your password with anyolher person and take utmost care to keep your password confidential. For Members holding sharos in physical form, !ho details can be usod only fore-voling on the resolutions contained in this Notice.
	x. xi		Click on the EVSN or Jindal Steel & Power Limited IO -.ote. On lhe voting page, you wil\ see "RESOLUTION DESCRIPTION" and against the same the option -VESINO" lor voting. Select the option YES or NO as desired. Tho option YES Implies that you asseottothe Resolution and option ND implies !Ital you dissontlolhe Resolution.
	xu. xiii.		Click on the "RESOLUTIONS FILE LINK"lf you wish to view the entire Resolu~on details. After selecting tile resolution you have decided lo vole on, click on "SUBMIT". Aconnrmation box will be displayed. If you wish to confirm your vote. dick on "OK", else lo changeyourvolo,dickon"CANCEL"andaccordlnglymodilyyourvote.
	xiv. xv. xvi.		Once you 'CONFIRM" your vote on the resolution, you will not be allowed lo modilyyourvote. Youcanalsotakeoutprintofthevotlng done by you by clicking on "Click 110re toprint"optionontheVoling page. If Demat account holder has forgotten the changed login password then Enlor tho User ID and the image verlficalion code and click on Forgot Password & en tor tho
	xvii.	details as prompled by t.he system.	Shareholders can also cast their vote using CDSt.:s mobHe app m-\l:>Ung available ror android based mobiles. The m-Voung app can be downloaded from Google Play Store.Apple and Windows phone users can dov.nload the app from the App Store and 1he Windows Phone Store respectively. Please loltow the lnslructions as prompted by the mobile app White voting on your mo!Mle.
		as Cor porales.	xvii Note for Non- Individual Shareholders and Custodians; Non· Individual shareholders Q.e. other l~ n Individuals, HUF, NRI elc.) and Custodians are required IO log on to www.avolingindia.com and register themselves</td
			A scanned copy of the Registration Form bearing the stamp and sign or the entity should be emailed 10 halpdesk.evoting@cdslindla.com. After receiving the login details a compliance user should be croalod using Iha admin login and password. The co111pliance user would be able to link tho accounl(s) for which they wish to vote on.
			The list or accounts should be malled to helpdesk.evoting@cdslindla.com 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 ortho Custodians, if any, should be uploaded in PDF formal
	xix.		In the system for the scruliniz.er to verify ti~ same. In case you have any queries or Issues regarding e-voling, you may rarer the FrequenUy Asked Questions rFAQs") and e-voting manual avaiable al www.evotnglndla.com, under help section or write an ema~ to helpdesk.evo!lng@cdslindia.com.
	xx.	Name	Any person having any grievance in connection w1lh remote e-voting may write to: Mr. W.ohboob Lakhani (Deputy Managcr-CDSL)
		Address E-mail Id Phone No.:	A Wrng, 25th Floor, Marathon Futurex, MafaUal Mill Compounds, NM Joshi Marg, Lower Pa rel (E). Mumbai- 400013. helpdesk.evoting@odsllndla.com 1600225533

mint ePaper - mint ePaper- 10 Jun 2019 - Page #13

mint

DELHI METRO RAIL CORPORATION LTD.
			[A Joint Venture of Govt. of India & Govt. of NCT Delhi)

orun MfllO II.I.IL (ORPORATION LTD. ll J•llll r1 irt lrnt. tl .... l liittt. lfl ttl • ^l

	E-TENDER NOTICE are invited for the work of "SITC of Recess Mounted LED do
lighter having diming facility at Hotel The Ashok, New Delhi"
Estimated Value	Rs. 23.79.797/-
Tender Fee	(ML
CILID	:Rs 45,000/-
Bid Submission StartDate	:10062019
Lest Date of Submission of Tender	: 21/06/2019 up/o 1600 hrs.
Date of Opening of Tender	24/06/2019 at 1600 fun.
For Airther details, visil website https://intenders.gov.in or Contact D.
(E&M), Room No. 342A, Hotel The Ashok, 50-B Chanakyaous, New Del
110021, Tel: 011-24123077, 24125974	All Configendum/extension regarding the lander shall be published on the website r

g}.l UNIVERSITY OF RAJAS THAN JAIPUR f.ekl~t-lti'IO.U Da"11: 11AILtt

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~ UNIVERSITY OF RAJASTMAN JAIPUR ftlhe1tt-l1"1Jl Fu :titt.JTtHU ..J :ittle~_.. E-JEHOER NOTICE

E.Sid• aro invite<! from REPUTED SUPPLIERS/ PRINTERS up«> 18.062019 til !ZOO pm lo• SECURITY FEATURE ENABLED DEGREE SHEETS ANO PRINTING OF DATA ON DEGREE SHEETS USING LASER PRINTER. Oolollt may bt seen In tho Qkjding Oocvment on our w•btli• www.unlraj.ac Jn, http:Jlappp.raj.nlc. In Tender rorm may be sMn and downlo•ded ffom websile eproe.rajaslh1.m.g0Jn Thls tender shall be ptoetHe<I throughe-procurementportalorGovt.ofRaJasthan. UDN No. :- URA1920GSOD00027

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		NOTICE FOR INVITING RCO/TENDER (ONLINE)
		SNs./HO/BKYN/RCO/2019-20/2118 शक्रि-धन्न	Date - 7/06/19
		समात निविधाकारों को मचित किया जाता है, फि पूर्व में प्रकाशित निम्न RCO में अधिक गंजीवन (Corrigendum) करते हुए निगम के निकित भा ने की निधि में भी पुनियाँन किया गया है। जिसे घीज निगम की Website : http://agriportal.cg.nic.in/beejrigam T7 W 221 W HERR E1
	RC No.	Name of RCO	Last date
1	RC-01	Vegetable Hybrid Seed/Certified OP Seeds	प्रवक्त
$\overline{2}$	RC-51	HYBRID PADDY SEED	10.06.2019
	RC-54	HYBRID MAIZE SEED	10.06.2019
т	RC-54 (I)	HYBRID SUNFLOWER SEED	10.06.2019
5.M.	$RC-55$	WEEDICIDE (Post Emergence & Pre Emergence) CEREALS. PULSES, OIL SEEDS & VEGETABLES. Horticulture Vegetable Certified Seed (Potato, Coriender)	14.06.2019 14.06.2019

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Description of Property	Reserve Price	Earnest Money	Date and Time of	Date and
		Deposit (EMO) Amount and Last data of deposit of END	Inspection of property	Time of Auction
Preparty -1 Dicties fals at 9432 (Ground & Fest floor) Soctor C. Pkt.9. Viviant Kuri, New Delhi- Preparty -2 Duslex flats at 9691 (Ground & first floor 1 Sector-C. PH.R. VasavitKuri, New Dirts TERMI AND CONDITIONS OF EAUCTION SALE:	2,65,84,000 % (Fis. Two crors: Five lathe sighly six Pounned only) 1.55.91.000/- iPa. One crois filiny Five Lakha Ninty Three Thousand Ordy!	20.58.000/- (Fig. Teenty, Inc Fifty Eight Thousand, Six Hundard Drivi \$9.50,305/- (Rs. Netson laths Fifty New Trousand Three Hundard Orilch Date 19:00:2019	Can be cone on any day before Earnest Money Deposit date with prior accelerant translate Ard Tholog Chief Marson/Autorized Officer, Mob .: 9810371925	Date 21.06.2019 1.00 PM to 200 PM
The property in being sold on ASHS WHERE IS BASIS'. The ampany will not be add below the Roomve Price ĸ × \$510071055), the Authorizad Officers. vi. PUMBB152200L v6 Address (d) E-Mail Address (e) Bidder's A/C details for on line retund of EMD, if any S. The bidders other than individuals		The particulars of properly specified in the Schedule have nabove have been stated to the tret of the Formation of the Authorized Oficara, but the Authorized Oficars shall red be argiverable to any error missiblement or onlineion in the productorizon. The audion sale will be online through 'e-quation' portol http://prebindia.biz, http://probindia.in The bidders are also policed to go through the portal http://pribindia.biz, http://pribindia.in for dribited terms and sprudiciral for a- auction sale before submitting their Bids and falling part in the e-auction sale processings and contact Stof Andl Thakur (Mobile No. The interested bidders shall deposit the EMO - Beaught MEFTO MTGS by 19.00.2019 to the Sollowing Account - PUNJAB NATIONAL BANK, BAFREST ACCOUNT, CIRCLE OFFICE, NEW DELFA Account No 152201220000333 (FSC Code The walter, an expose of EMO, the biddens shall submit-1 President deposit of EMO (When remembed through NEFT/RTGS) 2. @ Proofi a. Sasene dooples of PAN cord, etc. 3. Proof of residential address 4. [s]Bidden Name (b) Mchile No. Contact No. (c)
Eark (Vasantikun) fist no 9430 or 96918 vi. The interested bidders are required to obtain login 1D and Password well in advance, which is mandatory for a bidding, from received the same, he should contact the alternated official. b. to participate in the en line e-auction. × be final. xi ń. the Resorve Price sii. On sale of the property, the person declared to eucocculubbiddoriparchaser shall have to inimediately pay a deposit 25% of the EW. do so. the antire deposit will be forfelted. 86.1 Integration of the game particle which is a print of the grid is gridges xii - All irakáby dumínfandant charges obrar dum izoludng regatration charges, stamp duty, taxes etc. shall have to be borne by the ELITONIMIA we. On confirmation of sale and if the terms of payroent have been compled with, Bale deed would be mattured by the Bank in forour of the purchaser. will. Positestion of the property shall be delivered to the purchaser on deposit of entroid sale consideration and on concultor of Side deed (		shall also submit proper mandate for e-bidding. Eidow is to submit these documents through e-mail to the Audomedi Ofton blood Offoer et email address anithaliur@prib.ne in and slan b quinnit cell attented hord copies of these documents to the Authorized Offoer, at the affice address mentioned hereinabove in the exvelope super scribing as 19d in the Alz - Punjab Nadorad Shri Anii Thakur (Mobile No. 9916671965), Circle Office: Central Dolbi, 4th Floor, Rajendra Bhawan, Rajendra Place, New Dufte 110125. The login ID and Pauletins would be sent through a mail address as provided by the Bidder. In case bidder has not Only those bidders holding valid user ID & Password and confirmed payment of EXD through NEFT/RTGS shall be eligible The Authorised Officers reserve the right to acced any or mind all box. If not found acceptable or to postponet prostigational doconfinia or rary the terms of the audion et any time without assigning any resear whatsoever and their decision in this recard shall The bidden shall improve their offer in multiple of Ru.5.00 lac (Ru. One fact only). In associated a place dimit to both (five) minutes of the closing time of the auction. Parafosing lime will automatically got extended for a (ive) winutes. The Sale will be confirmed in favour of the purchaser who has offered the highest Sale Price in his bid and shall be subject to the conferration of sale by the competent authority of the boris. No sale shall be conferred; if the amount offered by purchaser is less their bidisale arrount on or Esfore 24.05.2019 to the support mentored at Et. No. vi above, after edjusting the exmust money deposited EMOL in tasa of default of such deposit the property would be sold again and the EMD shall be forteited The successful bidder shall be required to deposit the balance 75% of the bid amount on as before filteerdhiday of confirmation of sale of immovable property or such extended period sa may be agreed upon by the Bank in writing of its sole discretion. In case of falure to In default of payment within the staulated period, the property will be rescit and the defaulting porchaser shall forfeit all claims to the

_ , GUJARAT MARITIM E BOARD I- :ON LINE TENDER NOTICE 1/2019: Gu]aral ~lerillm• Boord lnvlln Online lander cum auction for ·PolTlllsslon lo uUllze ship 1ocydlf111 plots In TOITlls of Ille Gu] oral Marltlme 801rd (condltiona end proc•dutH for ;tanUng ponnlsslon for uUllzlng ship 1oc:ycllng pf011) Ship Roc:ycllng Regulations · 2015ol A\lf111• S<illya Ship Rocycliog yard, Dist: Bhavnagef on ·As Is whare Is basis· for 14 (Fourteen) nos of Schodult T1ibo and 7 (Seven) nos of SchodlAo Casio category plols. Tonder Doeu1nent to bt down From 0 1:11/0612018 loaded t0fdmoe'ng DI. 1/0712011 .. 1200H4. Lastda!e llRd ...,.,., the onlne 01. 1910712019 UPTO l-\*Mlblftsslon 18.00Hn. T- F .. 1 (Nof>.N""'4ablo) RL2S.OOOI· 18'Jr. GST to bo aubmllt•d through TU OT:2G/0712019 reglstor..tA0'1(1ttdpcoloflly UPTO 1800H" E~1D 10 be 1..0.ltted lhiough • Rt.5 lakh • For PIOI regtsuoiec!AO/apeodpoalo'11y No:«. "8, 49, 69·M. 84.(;. 89·M. 117-M, 14J.M, 145./11, 147·M, 149·M. 151·M, 155·M. 163. 164·M, 166-M• 1, 166·"1·2 •Rt. 6 Lokh • Fo1 Plol No.6 •Rs.10 Lakh ·For Plol No. V-3,V-8,V-10 Ti ii Dl:26f0712019 up lo 18·00 Hra. Onllno Opening of Toelinlcal bid Dl:20/07/20f0 at 12.00 Hrc.

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इंडियन नेशनल	प्रदेश
रहेहरा	बदलाव
उपनिष्ठकरन	लिए
को अधिकरिक	वोट करंगी।
रूप से जंगेरी	आहान जो
परी की छात्र	-55
डकाई किया	चौटाल
端	जो
स्त्र कब	Πŝ