MOIL Limited — AGM Information 2018

Aug 29, 2018

MOIL LIMITED (A Government of India Enterprise)

Regd. Off.: MOIL Bhawan, 1A Katol Road, NAGPUR- 440 013

Website: www.moil.nic.in, E-MaiiiD: compliance@moil.nic.in, Ph.: 0712-2806182, Fax: 0712-2591661, CIN: L99999MH1962GOI012398
CS/NSE-BSE/2018-19/221	Date: 28.08.2018

To,	To,
The G.M. (Listing)	Listing Department
National Stock Exchange of India Ltd.	BSE Limited,
Exchange Plaza, Plot No.C-1, G Block,	Phiroze Jeejeebhoy Towers
Bandra Kurla Complex, Bandra (East)	Dalal Street,
Mumbai - 400053	Mumbai - 400001

th Sub: 56 Annual General Meeting (AGM) and Record Date.

Stock NSE: MOIL Code: BSE: 533286 ISIN: INE490G01020

Dear Sir,

This is to inform that 56tl' Annual General Meeting of the Company will be held on Thursday, 27tl' September, 2018, at 11.30 A.M. at MOIL Ltd., Golden Jubilee Hall, West Court Premises, in-front-of Z.P. (Ex-Govt.) High School, Katol Road, Nagpur- 440013.

Pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, "record date" for the purpose of payment of final dividend, if declared by the shareholders at ensuing Annual General Meeting, shall be 14th September, 2018 ("the record date") to determine the members entitled to receive tl1e final dividend. The final dividend on equity shares will be paid I dispatched on or before 25th October, 2018 to eligible shareholders.

The Company has engaged the services of National Securities Depository Limited (NSDL) to provide the remote evoting facility to the members of the Company. The remote e-voting facility will be available at www.evoting.nsdl.com and the members holding shares either in physical form or in electronic form as on cut-off date (i.e., 20.09.2018) shall only be entitled for availing the remote e-voting facility. Please make note of the following dates for e-voting:

Date and time of commencement of remote e-voting
Date and time of end of remote e-voting.

The Annual Report with Notice of AGM can be downloaded at: http://www.moil.nic.in/AR MOIL 2017-18.pdf

This is for your kind information and record

Thanking you,

Yours faithfully, For MOIL Limited,

(Company Secretary & Compliance Officer)

NOTICE Notice of 56th Annual General MeetinG

NOTICE IS HEREBY GIVEN THAT 53rd Annual General Meeting of the Members of MOIL Limited will be held on Monday, the 31st August , 2015 at 11.30 A.M. at MOIL Ltd., Golden Jubilee Hall, West Court Premises, In-front-of Z.P. (Ex-Govt.) High School, Katol NOTICE IS HEREBY GIVEN THAT 56th Annual General Meeting of the Members of MOIL Limited will be held on Thursday, 27th September, 2018, at 11:30 A.M. at MOIL Ltd., Golden Jubilee Hall, West Court Premises, in-front-of Z.P. (Ex-Govt.) High School, Katol Road, Nagpur - 440 013, to transact the following business:

Road, Nagpur - 440 013, to transact the following business: ORDINARY BUSINESS

• ORDINARY BUSINESS (1) To receive, consider and adopt the audited financial statements of the Company including consolidated financial statements for the year ended 31st March, 2018 together with the Reports of the Board of Directors and Auditors thereon.
• (1) To receive, consider and adopt the audited fi nancial statements of the Company for the year ended 31st March, 2015 together with the Reports of the Board of Directors and Auditors thereon. (2) To declare Final Dividend for the Financial Year 2014-15. (2) To declare Final Dividend of Rs. 2.50 per equity share and to confirm the interim dividend of Rs. 3.00 per equity share, already paid during the year, for the year ended March 31, 2018.
• (3) To consider continuation of the appointment of Shri M. P. Chaudhari, Director (Finance) (DIN: 05339308), as a Director liable to retire by rotation as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the (3) To consider continuation of the appointment of Shri Dipankar Shome, Director (Production & Planning) (DIN: 06435854), as a Director liable to retire by rotation as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide order F.No.4/10/2015-BLA dated 12.09.2017 and further order(s) in this regard, if any.
• Government of India vide letter No. 1(2)/2011- RM-II dated 18.5.2012 and further order(s) in this regard, if any. (4) To authorise the Board of Directors to fi x remuneration of statutory auditors of the Company for the fi nancial year 2015-16 in compliance with the orders and directions of appointment by the Comptroller and Auditor-General of India. (4) To consider continuation of the appointment of Shri Rakesh Tumane, Director (Finance) (DIN: 06639859), as a Director liable to retire by rotation as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide order F.No.4/1/2016-BLA dated 13.09.2017 and further order(s) in this regard, if any.
• Special Business (5) To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as an Ordinary Resolution: (5) To authorise the Board of Directors to fix remuneration of Statutory Auditors of the Company for the financial year 2018-19 in compliance with the orders and directions of appointment by the Comptroller and Auditor-General of India.

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 ("the SPECIAL BUSINESS

Act") and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof, for (6) To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

the time being in force), M/s. Ujwal P. Loya & Co., Cost Accountants, Nagpur, (ICWA Registration No. 101399), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the of the Company for the fi nancial year ending 31st March, 2016, at a remuneration of `1,20,000/- (Rupees One Lakh Twenty Thousand) exclusive of service tax as applicable and reimbursement of actual travel and out-of-pocket expenses, be and is hereby ratifi ed. "RESOLVED THAT appointment of M/s Phatak Paliwal & Co., a practicing Cost Accountant, as Cost Auditor of the Company for the financial year 2018-19 at a remuneration of Rs. 1,50,000 (Rs. One Lakh Fifty Thousand only) plus tax as applicable and out of pocket expenses, for audit of the cost accounting records of the company, subject to and as per the provisions of applicable acts, rules, regulations, notifications, circulars, etc., be and is hereby ratified.

RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary, be and are hereby authorised to settle any question, diffi culty or doubt, that may arise in giving eff ect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving eff ect to this resolution." RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary, be and are hereby authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

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

Place: Nagpur By order of the Board of Directors Dated: 3rd August, 2015 "RESOLVED THAT pursuant to terms and conditions as determined by the Government of India vide Order No. F.No. 1(10)/2015-BLA(Vol-III) dated 16.11.2017 and pursuant to the provisions of Companies Act, 2013 read with Listing Regulations and other applicable laws, the consent of the members be and is hereby accorded for continuation of appointment Shri Vijayaraghavan M. Chariar (DIN-06554220), as an Independent Director of the Company, for a period of three years w.e.f. 16.11.2017 until otherwise decided by the Government of India through further order(s).

Date: 02.08.2018

(Company Secretary) Place: New Delhi By order of the Board of Directors

Neeraj D. Pandey (Company Secretary)

MOIL Bhawan, 1A Katol Road, Nagpur - 440 013 NOTES: Regd. Office: MOIL LIMITED, MOIL Bhawan, 1A Katol Road, Nagpur - 440 013

3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the NOTES:

• Company a certifi ed copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting. 4. The President of India or the Governor of a State may appoint their authorised representative to attend and vote on their behalf at the Meeting and such authorised representative may appoint a Proxy under his signature. 5. Brief Resume of the Directors appointed since last Annual General Meeting and also of those whose appointment/reappointment is proposed, as mandated under Clause 49 of Listing Agreement with the Stock Exchanges, is annexed hereto and 1. The company has opted to send the notice along with statement containing salient features of financial statement, i.e., abridged form of Annual Report, in the AOC-3A Form as prescribed under section 136 of the Companies Act, 2013. In case you want full Annual Report for the given financial year, please inform to Bigshare Services Pvt. Ltd. (Registrar and Transfer agents) or to the Company. It may be noted here that financial statements of the Company including consolidated financial statements for the year ended 31st March, 2018 have been prepared in accordance with Ind-AS. The full Annual Report as per Ind-As is available on company's website www.moil.nic.in
• forms part of the notice. 6. The Registrar of Members and Share Transfer Books of the Company will remain closed from 24th August, 2015 to 31st August, 2. The relevant Explanatory Statements pursuant to Section 102 of the Companies Act, 2013, in respect of Item No. 6 and 7 are annexed herewith
• 2015 (Both days inclusive). The fi nal dividend on equity shares, as recommended by the Board of Directors, if declared at the Annual General Meeting, will be paid on and from 25th September 2015 to the Members or their mandates whose names appear in the Company's Register of Members on 31st August, 2015 in respect of physical shares. In respect of dematerialized shares, the dividend will be payable to the benefi cial owners of the shares whose names appear in the statement of Benefi cial Ownership furnished by National Securities Depository Limited and Central Depository (India) Limited at the close of business hours on 22nd August, 2015. 3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED, STAMPED AND SIGNED, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF MEETING. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or member.
• 1. During the period beginning 24 hours before the time fi xed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged with the Company, at any time during the 4. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
• business hours of the Company, provided that not less than three days of notice in writing is given to the Company. 8. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM. 5. An authorised representative of the President of India or of the Governor of the State, holding shares in a company, may appoint a Proxy under his signature to attend and vote on their behalf at the Meeting and such authorised representative may appoint a Proxy under his signature.
• 1. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM. 10. Members are requested to:- 6. Brief Resume of the Directors appointed since last Annual General Meeting and also of those whose appointment/re-appointment is proposed, as mandated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") with the Stock Exchanges, is annexed hereto and forms part of the notice.
• Note that copies of Annual Report will not be distributed at the Annual General Meeting. • Bring their copies of Annual Report, Notice and Attendance Slip duly completed and signed, at the meeting. • Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue as entry to the hall will be strictly 7. Pursuant regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,"record date" for the purpose of payment of final dividend for the financial year ended 31st March, 2018, if declared at ensuing Annual General Meeting, shall be 14th September, 2018 ("the record date"). The final dividend on equity shares will be paid within 30 days after declaration to the members or their mandates whose names appear in the Company's Register of Members or in the statement of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository (India) Limited (NSDL) on the record date.
• on the basis of the entry slip available at the counter at the venue to be exchanged with the attendance slip. • Quote the Folio/Client ID & DP ID Nos. in all correspondence. • Members, who hold shares in dematerialized form are requested to bring their Client ID and DP ID Nos. for easier 8. Requisitions, if any, for inspection of Proxies shall be received in writing from a member entitled to vote on any resolution at least 3 days before the commencement of the meeting shall be made available for inspection during the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting.
• identifi cation of attendance at the meeting • Note that due to strict security reasons, mobile phones, brief cases, eatables and other belongings are not allowed inside 9. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM
• the Meeting Hall. • Note that no gifts/coupons will be distributed at the Annual General Meeting. 10. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.
• 1. Members are requested to notify immediately any change of address: 11. Route-map to the venue of the Meeting is provided in the Annual Report.
• To their Depository Participant(DP) in respect of shares held in dematerialized form, and 12. Members are requested to:-
• To the Company at its Registered Offi ce or to its RTA, M/s. Bigshare Services Pvt. Ltd. in respect of their physical shares, if • Note that copies of Annual Report will not be distributed at the Annual General Meeting.
• any, quoting their folio number • Bring their copies of Annual Report, Notice and Attendance Slip duly completed and signed, at the meeting.
• 1. Facility of payment of dividend through ECS / NECS is available. Those shareholders who are holding shares in electronic mode should register their ECS mandate with their respective depository participants directly and shareholders who are holding equity shares in physical mode, they are requested to deposit ECS mandate with the Company or RTA. • Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue as entry to the hall will be strictly on the basis of the entry slip available at the counter at the venue to be exchanged with the attendance slip.
• 1. The Notice of the AGM along with the Annual Report for 2014-15 are being sent by electronic mode to those Members whose • Quote the Folio/Client ID & DP ID Nos. in all correspondence.
• e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the said documents. For Members who have not registered their e-mail addresses, physical copies of the above mentioned • Members, who hold shares in dematerialized form are requested to bring their Client ID and DP ID Nos. for easier identification of attendance at the meeting
• documents are being sent. All these above mentioned documents will also be available on the Company's website www. moil.nic.in for download by the shareholders. We request shareholders to update their mail address with their depository participant to ensure that the annual reports and other documents reach them on their preferred mail address. Shareholders • Note that due to security reasons, mobile phones, brief cases, eatables and other belongings may not be allowed inside the Meeting Hall.
• holding shares in physical form may intimate us their e-mail address along with name, address and folio no. for registration at • Note that no gifts/coupons will be distributed at the Annual General Meeting.

• NOTICE 13. Members are requested to notify immediately any change of address:
• To their Depository Participant(DP) in respect of shares held in dematerialized form, and
• NOTICE IS HEREBY GIVEN THAT 53rd Annual General Meeting of the Members of MOIL Limited will be held on Monday, the 31st August , 2015 at 11.30 A.M. at MOIL Ltd., Golden Jubilee Hall, West Court Premises, In-front-of Z.P. (Ex-Govt.) High School, Katol • To the Company at its Registered Office or to its RTA, M/s. Bigshare Services Pvt. Ltd. in respect of their physical shares, if any, quoting their folio number.
• Road, Nagpur 440 013, to transact the following business: ORDINARY BUSINESS 14. Facility of payment of dividend through ECS / NECS is available. Those shareholders who are holding shares in electronic mode should register their ECS mandate with their respective depository participants directly and shareholders who are holding equity shares in physical mode, they are requested to deposit ECS mandate with the Company or RTA.
• (1) To receive, consider and adopt the audited fi nancial statements of the Company for the year ended 31st March, 2015 together with the Reports of the Board of Directors and Auditors thereon. (2) To declare Final Dividend for the Financial Year 2014-15. (3) To consider continuation of the appointment of Shri M. P. Chaudhari, Director (Finance) (DIN: 05339308), as a Director liable to retire by rotation as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide letter No. 1(2)/2011- RM-II dated 18.5.2012 and further order(s) in this regard, if any. 15. The Notice of the AGM along with the Annual Report for 2017-18 are being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the said documents. For Members who have not registered their e-mail addresses, physical copies of the notice and abridged financial statements are being sent. All these above mentioned documents will also be available on the Company's website www.moil.nic.in for download by the shareholders. We request shareholders to update their mail address with their depository participant to ensure that the annual reports and other documents reach them on their preferred mail address. Shareholders holding shares in physical form may intimate their e-mail address along with name, address and folio no. for registration at investor@bigshareonline.com
• (4) To authorise the Board of Directors to fi x remuneration of statutory auditors of the Company for the fi nancial year 2015-16 in compliance with the orders and directions of appointment by the Comptroller and Auditor-General of India. Special Business 16. As mandated by the Securities and Exchange of India (SEBI), every participant in the securities market has to submit Permanent Account Number (PAN). Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts.
• (5) To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof, for 17. Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/CIR/2018/73 dated 20th April, 2018, shareholders holding shares in physical form whose folio do not have/have incomplete details with respect to PAN and bank particulars are mandatorily required to furnish the PAN and bank details to the Company/RTA for registration under their folio.
• the time being in force), M/s. Ujwal P. Loya & Co., Cost Accountants, Nagpur, (ICWA Registration No. 101399), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the of the Company for the fi nancial year ending 31st March, 2016, at a remuneration of `1,20,000/- (Rupees One Lakh Twenty Thousand) exclusive of service 18. In terms of SEBI Gazette Notificton dated 8th June, 2018, shares in physical form will not be transferred after 5th December, 2018. Hence, members who are holding shares in physical form are requested to convert the shares in Demat form before the date mentioned above.
• tax as applicable and reimbursement of actual travel and out-of-pocket expenses, be and is hereby ratifi ed. RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary, be and are hereby authorised to settle any question, diffi culty or doubt, that may arise in giving eff ect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving eff ect to this resolution." 19. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority in Form No. IEPF-5 available on www.iepf.gov.in.
• Place: Nagpur By order of the Board of Directors 20. Members seeking further information on the Financial Statement or any other matter contained in the Notice are requested to write to the Company at least 7 days before the meeting so that relevant information can be kept ready at the meeting.
• Dated: 3rd August, 2015 Neeraj D. Pandey (Company Secretary) Regd. Offi ce: MOIL LIMITED, 21. Pursuant to Section 139(5) of Companies Act, 2013, the Auditors of a Government Company are to be appointed or re-appointed by the Comptroller and Auditor General of India and in terms of Section 142(1) of the Companies Act, 2013, their remuneration has to be fixed by the Company in General Meeting or in such manner as the Company in General Meeting may determine. The Members of the Company in the 55th Annual General Meeting held on August 20th, September, 2017 had authorised the Board of Directors to fix the remuneration of Statutory Auditors for the year 2017-18. Accordingly, the Board of Directors had fixed audit fee of Rs. 4,50,000 plus applicable tax and out of pocket expenses, for audit works of Standalone and Consolidated accounts. In line with the previous practice, the Members may authorise the Board to fix remuneration of Statutory Auditors as may be deemed fit by the Board. CAG vide their letter dated 19.07.2018 has appointment M/s Demble Ramani & Co., Chartered Account as Statutory Auditor for the Financial year 2018-19.
• MOIL Bhawan, 1A Katol Road, Nagpur - 440 013 NOTES: 1. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Item No. 5 is annexed 22. The Government of India vide Order Nos. F.No.4/10/2015-BLA dated 12.09.2017 and F.No.4/1/2016-BLA dated 13.09.2017 has appointed Shri Dipankar Shome as Director (Production & Planning) (DIN: 06435854) and Shri Rakesh Tumane, Director (Finance) (DIN 06639859) of MOIL, respectively. Pursuant to provisions of the Companies Act, 2013, Directors of the company (other than Independent Directors) are liable to retire by rotation. Hence, subject to terms and condition as determined by the Government of India in the above mentioned order and further order(s) in this regard, if any, the consent of the members is hereby sought for continuation of Shri Dipankar Shome and Shri Rakesh Tumane, as Directors, being longest in office a Director liable to retire by rotation, under the applicable provisions of the Companies Act, 2013.
• herewith. 23. The Board has recommended final dividend @ Rs. 2.50 per equity shares for the year 2017-18.
• 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY IN ORDER TO 24. All the documents referred to in the accompanying notice are open for inspection at the Registered Office of the Company on all working days (barring Saturday, Sunday and National Holiday), between 11:00 AM to 1:00 PM up to the date of AGM.

BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED, STAMPED AND SIGNED,

• 1. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the 25. Voting through electronic means:
• Company a certifi ed copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting. 4. The President of India or the Governor of a State may appoint their authorised representative to attend and vote on their behalf at the Meeting and such authorised representative may appoint a Proxy under his signature. 5. Brief Resume of the Directors appointed since last Annual General Meeting and also of those whose appointment/reappointment is proposed, as mandated under Clause 49 of Listing Agreement with the Stock Exchanges, is annexed hereto and forms part of the notice. (i) In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM) ("remote e-voting") will be provided by National Securities Depository Limited (NSDL).

MOIL LIMITED

• 1. The Registrar of Members and Share Transfer Books of the Company will remain closed from 24th August, 2015 to 31st August, 2015 (Both days inclusive). The fi nal dividend on equity shares, as recommended by the Board of Directors, if declared at the (ii) The facility for voting through ballot/polling paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot /polling paper.
• Annual General Meeting, will be paid on and from 25th September 2015 to the Members or their mandates whose names appear in the Company's Register of Members on 31st August, 2015 in respect of physical shares. In respect of dematerialized shares, the (iii) The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
• dividend will be payable to the benefi cial owners of the shares whose names appear in the statement of Benefi cial Ownership furnished by National Securities Depository Limited and Central Depository (India) Limited at the close of business hours on 22nd August, 2015. 7. During the period beginning 24 hours before the time fi xed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged with the Company, at any time during the (iv) The remote e-voting period commences on September 24, 2018 (9.00 am) and ends on September 26, 2018 (5.00 p.m.). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 20.09.2018, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
• business hours of the Company, provided that not less than three days of notice in writing is given to the Company. (v) The details of the process and manner for remote e-voting are explained herein below:

8. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Act, 2013, will be available for inspection by the members at the AGM. Step 2 : Cast your vote electronically on NSDL e-Voting system.

9. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Details on Step 1 is mentioned below:

• Act, 2013, will be available for inspection by the members at the AGM. 10. Members are requested to:- 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• Note that copies of Annual Report will not be distributed at the Annual General Meeting. 2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• Bring their copies of Annual Report, Notice and Attendance Slip duly completed and signed, at the meeting. • Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue as entry to the hall will be strictly 3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

on the basis of the entry slip available at the counter at the venue to be exchanged with the attendance slip. • Quote the Folio/Client ID & DP ID Nos. in all correspondence. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

• Members, who hold shares in dematerialized form are requested to bring their Client ID and DP ID Nos. for easier 4. Your User ID details are given below :

identifi cation of attendance at the meeting Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
• a) For Members who hold shares in demat account with NSDL. the Meeting Hall.	Note that due to strict security reasons, mobile phones, brief cases, eatables and other belongings are not allowed inside 8 Character DP ID followed by 8 Digit Client ID
	For example if your DP ID is IN300 and Client ID is 12***
• Note that no gifts/coupons will be distributed at the Annual General Meeting.	then your user ID is IN30012***.
Members are requested to notify immediately any change of address: b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID
• To their Depository Participant(DP) in respect of shares held in dematerialized form, and	For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	To the Company at its Registered Offi ce or to its RTA, M/s. Bigshare Services Pvt. Ltd. in respect of their physical shares, if EVEN Number followed by Folio Number registered with the
any, quoting their folio number	company
Facility of payment of dividend through ECS / NECS is available. Those shareholders who are holding shares in electronic mode	For example if folio number is 001*** and EVEN is 101456 then
should register their ECS mandate with their respective depository participants directly and shareholders who are holding	user ID is 101456001***

• equity shares in physical mode, they are requested to deposit ECS mandate with the Company or RTA. 5. Your password details are given below:
• 1. The Notice of the AGM along with the Annual Report for 2014-15 are being sent by electronic mode to those Members whose a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
• e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the said documents. For Members who have not registered their e-mail addresses, physical copies of the above mentioned documents are being sent. All these above mentioned documents will also be available on the Company's website www. moil.nic.in for download by the shareholders. We request shareholders to update their mail address with their depository b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

• c) How to retrieve your 'initial password'?
• NOTICE IS HEREBY GIVEN THAT 53rd Annual General Meeting of the Members of MOIL Limited will be held on Monday, the 31st August , 2015 at 11.30 A.M. at MOIL Ltd., Golden Jubilee Hall, West Court Premises, In-front-of Z.P. (Ex-Govt.) High School, Katol Road, Nagpur - 440 013, to transact the following business: (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'
• ORDINARY BUSINESS (1) To receive, consider and adopt the audited fi nancial statements of the Company for the year ended 31st March, 2015 together with the Reports of the Board of Directors and Auditors thereon. (ii) In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy]: Member may obtain a user ID and password for casting his/her vote by sending a request at evoting@nsdl.co.in or by contacting NSDL at the toll free no. 1800-222-990 providing the details such as Demat account No. or Folio no., PAN, etc.
• (2) To declare Final Dividend for the Financial Year 2014-15. (3) To consider continuation of the appointment of Shri M. P. Chaudhari, Director (Finance) (DIN: 05339308), as a Director liable to retire by rotation as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the 6. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password: Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

Government of India vide letter No. 1(2)/2011- RM-II dated 18.5.2012 and further order(s) in this regard, if any. (4) To authorise the Board of Directors to fi x remuneration of statutory auditors of the Company for the fi nancial year 2015-16 in compliance with the orders and directions of appointment by the Comptroller and Auditor-General of India. Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN,your name and your registered address.

• Special Business 7. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• (5) To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as an Ordinary Resolution: 8. Now, you will have to click on "Login" button.
• "RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 ("the 9. After you click on the "Login" button, Home page of e-Voting will open.

Act") and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof, for the time being in force), M/s. Ujwal P. Loya & Co., Cost Accountants, Nagpur, (ICWA Registration No. 101399), the Cost Auditors Details on Step 2 is given below:

appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the of the Company for the How to cast your vote electronically on NSDL e-Voting system?

• fi nancial year ending 31st March, 2016, at a remuneration of `1,20,000/- (Rupees One Lakh Twenty Thousand) exclusive of service tax as applicable and reimbursement of actual travel and out-of-pocket expenses, be and is hereby ratifi ed. 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary, be and are hereby authorised to settle any question, diffi culty or doubt, that may arise in giving eff ect to this resolution and to do all such acts, deeds and things as may be 2. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• necessary, expedient and desirable for the purpose of giving eff ect to this resolution." 3. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• Place: Nagpur By order of the Board of Directors 5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• Dated: 3rd August, 2015 6. Upon confirmation, the message "Vote cast successfully" will be displayed
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• Neeraj D. Pandey 8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Regd. Offi ce: MOIL LIMITED, Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to rajkotiyacs@gmail.com with a copy marked to evoting@nsdl.co.in

1A Katol Road, Nagpur - 440 013 NOTES: It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

1. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Item No. 5 is annexed herewith. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

2. 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY IN ORDER TO 26. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

3. BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED, STAMPED AND SIGNED, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF MEETING. A person can act as a proxy on behalf of members not 27. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 20.09.2018.

4. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certifi ed copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting. 28. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date, i.e., 20.09.2018, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Issuer/RTA.

MOIL LIMITED

1. The President of India or the Governor of a State may appoint their authorised representative to attend and vote on their behalf at the Meeting and such authorised representative may appoint a Proxy under his signature. 5. Brief Resume of the Directors appointed since last Annual General Meeting and also of those whose appointment/reappointment is proposed, as mandated under Clause 49 of Listing Agreement with the Stock Exchanges, is annexed hereto and forms part of the notice. 6. The Registrar of Members and Share Transfer Books of the Company will remain closed from 24th August, 2015 to 31st August, However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990 or contact Mr. Amit Vishal, Senior Manager, National Securities Depository Ltd. Trade World, 'A' wing, 4th floor, Kamala mills Compound. Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, at the designated emails IDs: evoting@nsdl.co.in or AmitV@nsdl.co.in or at telephone nos. +91 8824994600/+91 2229994360 who will also address the grivances connected with the voting by electronic means Member may also write to the Company Secretary at the email ID: compliance@gmail.nic.in or contact to telephone no. 0712-2806182

2. 2015 (Both days inclusive). The fi nal dividend on equity shares, as recommended by the Board of Directors, if declared at the Annual General Meeting, will be paid on and from 25th September 2015 to the Members or their mandates whose names appear 29. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

3. in the Company's Register of Members on 31st August, 2015 in respect of physical shares. In respect of dematerialized shares, the dividend will be payable to the benefi cial owners of the shares whose names appear in the statement of Benefi cial Ownership furnished by National Securities Depository Limited and Central Depository (India) Limited at the close of business hours on 22nd August, 2015. 30. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot/polling paper.
4. 1. During the period beginning 24 hours before the time fi xed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged with the Company, at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company. 31. Mr Amit K. Rajkotiya, Practicing Company Secretary, Nagpur (Membership No. F5561 & Certificate of Practice No. 5162) has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
5. 1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM. 32. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "Ballot Paper" or "Poling Paper", as the case may be, for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
6. 1. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM. 10. Members are requested to:- • Note that copies of Annual Report will not be distributed at the Annual General Meeting. 33. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 48 hours of conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
7. Bring their copies of Annual Report, Notice and Attendance Slip duly completed and signed, at the meeting. • Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue as entry to the hall will be strictly on the basis of the entry slip available at the counter at the venue to be exchanged with the attendance slip. • Quote the Folio/Client ID & DP ID Nos. in all correspondence. 34. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.moil.nic.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE). The results shall also be displayed on the notice board at the Registered Office of the Company.
8. Members, who hold shares in dematerialized form are requested to bring their Client ID and DP ID Nos. for easier 35. The Address of Registrar and Transfer agents of the company is as follows:

identifi cation of attendance at the meeting Bigshare Services Pvt. Ltd.

• Note that due to strict security reasons, mobile phones, brief cases, eatables and other belongings are not allowed inside the Meeting Hall. • Note that no gifts/coupons will be distributed at the Annual General Meeting. 11. Members are requested to notify immediately any change of address: • To their Depository Participant(DP) in respect of shares held in dematerialized form, and • To the Company at its Registered Offi ce or to its RTA, M/s. Bigshare Services Pvt. Ltd. in respect of their physical shares, if any, quoting their folio number 12. Facility of payment of dividend through ECS / NECS is available. Those shareholders who are holding shares in electronic mode Bharat Tin Works Building, 1st Floor Opp. Vasant Oasis, Makwana Road Marol, Andheri East Mumbai 400059 - Maharashtra Tel: 022 62638200 Fax: 022 62638299 E-mail: investor@bigshareonline.com CIN: U99999MH1994PTC076534

NOTICE ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF COMPANIES ACT, 2013

NOTICE IS HEREBY GIVEN THAT 53rd Annual General Meeting of the Members of MOIL Limited will be held on Monday, the Item No.6 : Remuneration of Cost Auditors

31st August , 2015 at 11.30 A.M. at MOIL Ltd., Golden Jubilee Hall, West Court Premises, In-front-of Z.P. (Ex-Govt.) High School, Katol Road, Nagpur - 440 013, to transact the following business: ORDINARY BUSINESS As per the provisions of Section 148 of the Companies Act, 2013 ("the Act") and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors on the recommendation of the Audit Committee, have approved the appointment of M/s Phatak Paliwal & Co., Cost Accountants, Nagpur, (ICWA Registration No. 000105) as Cost Auditors at a remuneration of Rs. 1,50,000 (Rs. One Lakh Fifty Thousand only) plus Tax as applicable and out of pocket expenses, for audit of the cost accounting records of the company for the financial year 2018-19.

(1) To receive, consider and adopt the audited fi nancial statements of the Company for the year ended 31st March, 2015 together with the Reports of the Board of Directors and Auditors thereon. (2) To declare Final Dividend for the Financial Year 2014-15. A Certificate issued by the above firm regarding their eligibility for appointment as Cost Auditors will be available for inspection at the registered office of the Company during 11.00 A.M to 1.00 P.M on working days and shall also be available at the meeting.

(3) To consider continuation of the appointment of Shri M. P. Chaudhari, Director (Finance) (DIN: 05339308), as a Director liable to retire by rotation as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014 requires the remuneration of the Cost Auditor shall be considered and approved by the Board of Directors and ratified subsequently by the shareholders.

Government of India vide letter No. 1(2)/2011- RM-II dated 18.5.2012 and further order(s) in this regard, if any. (4) To authorise the Board of Directors to fi x remuneration of statutory auditors of the Company for the fi nancial year 2015-16 in Accordingly, consent of the shareholders is sought for passing an Ordinary Resolution, as set out for this item in the Notice, for ratification of the remuneration payable to the Cost Auditors for the financial year ending 31st March, 2018.

compliance with the orders and directions of appointment by the Comptroller and Auditor-General of India. Special Business None of the Directors and Key Managerial Personnel of the Company, their relatives, is in any way, concerned or interested, financially or otherwise, in the resolution set out for this item in the Notice.

(5) To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as an Ordinary Resolution: The Board of Directors recommends the resolution set out for this item in the Notice for approval by the shareholders.

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 ("the Item No.7 : Appointment of Director

Act") and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof, for the time being in force), M/s. Ujwal P. Loya & Co., Cost Accountants, Nagpur, (ICWA Registration No. 101399), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the of the Company for the In accordance with provisions Section 149, 152 of the Companies Act, 2013 (the Act), Listing Regulations and other applicable Rules, Independent Directors can be appointed on the Board of the company.

fi nancial year ending 31st March, 2016, at a remuneration of `1,20,000/- (Rupees One Lakh Twenty Thousand) exclusive of service tax as applicable and reimbursement of actual travel and out-of-pocket expenses, be and is hereby ratifi ed. RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary, be and are hereby authorised to settle any question, diffi culty or doubt, that may arise in giving eff ect to this resolution and to do all such acts, deeds and things as may be In MOIL, being a Government Company, the Directors are appointed by the President of India in terms of provisions Article 138 of its Article of Association. Accordingly, Government of India vide Order No. F.No. 1(10)/2015-BLA(Vol-III) dated 16.11.2017 has appointed Shri Vijayaraghavan M. Chariar, for a period of three years from the date of the letter or until further order of the Government of India, whichever is earlier. Accordingly, Shri Vijayaraghavan M. Chariar has been appointed as an Independent Director w.e.f. 16.11.2017.

necessary, expedient and desirable for the purpose of giving eff ect to this resolution." The above Independent Director has submitted declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and eligible for continuation as Independent Director. In terms of the provisions of Section 150 of the Act, appointment of Independent Directories required to be approved by the company in the general meeting.

Place: Nagpur By order of the Board of Directors Dated: 3rd August, 2015 Brief resume of the Independent Director of the Company, nature of expertise in functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under the Listing Regulations with the Stock Exchanges, are provided in Annexure to the Notice.

Shri Vijayaraghavan M. Chariar is interested in the resolution set out for this item in the Notice with regard to his appointment.

Neeraj D. Pandey The relatives of the Independent Director of the Company may be deemed to be interested in the resolutions set out respectively for this item in the Notice, to the extent of their shareholding interest, if any, in the Company.

Regd. Offi ce: Save and except the above, none of the Directors and Key Managerial Personnel of the Company, their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out for this item in the Notice.

MOIL LIMITED, The Board of Directors recommends the resolution set out for this item in the Notice for approval by the shareholders.

Name	Shri Dipankar Shome	Company a certifi ed copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Shri Rakesh Tumane	Shri Srinivas Tatipamala
Meeting. Date of Birth / Age	28/05/1961	20/08/1970	01/03/1962
4.	57 years	The President of India or the Governor of a State may appoint their authorised representative to attend and vote on their behalf 48 years	56 years
Date of first appointment	at the Meeting and such authorised representative may appoint a Proxy under his signature. 12/09/2017	28/09/2017	11/10/2017
on the Board 5.		Brief Resume of the Directors appointed since last Annual General Meeting and also of those whose appointment/re
Qualification	ME (Mining Engineering), Master of	B.E., MBA, CIMA appointment is proposed, as mandated under Clause 49 of Listing Agreement with the Stock Exchanges, is annexed hereto and	MDM(Masters in
forms part of the notice.	Industrial Relations and Personnel		Development Management),
	Management, M.A (Pub. Admn), First		M.A, M. Phil(JNU, New
6.	Class Mine Managers Certificate of	The Registrar of Members and Share Transfer Books of the Company will remain closed from 24th August, 2015 to 31st August,	Delhi)
	Competency (FCC), F.I.E.	2015 (Both days inclusive). The fi nal dividend on equity shares, as recommended by the Board of Directors, if declared at the
Experience / Expertise in	Shri Dipankar Shome is an experienced	Annual General Meeting, will be paid on and from 25th September 2015 to the Members or their mandates whose names appear Shri Rakesh Tumane has an experience in the Company's Register of Members on 31st August, 2015 in respect of physical shares. In respect of dematerialized shares, the	Shri T. Srinivas holds post of
specific functional area	Mining Engineer with post Graduate	of working as Director (Finance) in dividend will be payable to the benefi cial owners of the shares whose names appear in the statement of Benefi cial Ownership "Indian Rare Earths Limited. Before that,	Joint Secretary in Ministry of Steel w.e.f. 01/07/2015
	degree in mining Engineering enrich	he was heading Finance Department of furnished by National Securities Depository Limited and Central Depository (India) Limited at the close of business hours on	inter-alia and responsible
22nd August, 2015.	with more than 30 years of working experience in the sphere of production,	MTNL, Mumbai. He has vast experience	for Administration &
	mine planning, capacity Enhancement	in Financial Strategy, planning and Cost	Establishment matters as
7.	Projects, Exploration, quality control,	During the period beginning 24 hours before the time fi xed for the commencement of the meeting and ending with the Management. He also has international conclusion of the meeting, a member would be entitled to inspect the proxies lodged with the Company, at any time during the	well as matters relating to
	Dispatches and Logistics, HR etc	exposure of working on projects for elite business hours of the Company, provided that not less than three days of notice in writing is given to the Company. organization like BT, PLC and Vodafone	CPSEs allotted to him in the Ministry. He is from
	in various capacities in CPSU in	PLC in the UK. He has expertise in	Central Secretariat Service
8.	Manganese Ore and other Metal mines	The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies raising Finance, Project Evaluation and	(Direct Recruit) from Civil
	Act, 2013, will be available for inspection by the members at the AGM. of the country. He Joined MOIL in 2008	Corporate Governance. He has been	Service Examination, 1987
9.	as General Manager (Production) and	teaching on these topics at leading The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies	conducted by UPSC.
	last served as ED (Technical) of MOIL Act, 2013, will be available for inspection by the members at the AGM.	management institutes at Mumbai
10. Members are requested to:-	Since 2012. He monitored production
•	and planning, conceptualised and Note that copies of Annual Report will not be distributed at the Annual General Meeting. monitored Capacity Expansion Projects
	and also took lead role in preparation
•	of EPR & DPR, strategic Management	Bring their copies of Annual Report, Notice and Attendance Slip duly completed and signed, at the meeting.
•	Plan, Corporate Plan, Mining Plans,etc.	Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue as entry to the hall will be strictly
Terms and conditions	He has been appointed	on the basis of the entry slip available at the counter at the venue to be exchanged with the attendance slip. He has been appointed Director(Finance)	He has been appointed
of appointment / re •	Director(Production & Planning) for the Quote the Folio/Client ID & DP ID Nos. in all correspondence.	for the period of five years w.e.f	as Government Nominee
appointment @	period of five years w.e.f 12/09/2017 or	28/09/2017 or till the date of his	Director w.e.f 11.10.2017,
•	till the date of his superannuation, or	Members, who hold shares in dematerialized form are requested to bring their Client ID and DP ID Nos. for easier superannuation, or until further orders	vide order dated 11th
	identifi cation of attendance at the meeting until further orders whichever is earlier,	whichever is earlier; vide order dated 13th September, 2017	October, 2017.
•	vide order dated on 12th September,	Note that due to strict security reasons, mobile phones, brief cases, eatables and other belongings are not allowed inside
the Meeting Hall.	2017
Relationship •	NO Note that no gifts/coupons will be distributed at the Annual General Meeting.	NO	NO
with other Directors, 11. Manager and other Key	Members are requested to notify immediately any change of address:
Managerial Personnel of
• the company	To their Depository Participant(DP) in respect of shares held in dematerialized form, and
• Number of Meetings	4 out of 4	To the Company at its Registered Offi ce or to its RTA, M/s. Bigshare Services Pvt. Ltd. in respect of their physical shares, if 4 out of 4	4 out of 4
of the Board attended	any, quoting their folio number
12. during (During 2017-18)		Facility of payment of dividend through ECS / NECS is available. Those shareholders who are holding shares in electronic mode
Directorship held in	• RINMOIL Ferro Alloys Private	should register their ECS mandate with their respective depository participants directly and shareholders who are holding • RINMOIL Ferro Alloys Private	• KIOCL LTD
other Companies	Limited	Limited equity shares in physical mode, they are requested to deposit ECS mandate with the Company or RTA.
(As on 31.3.2018) 13.		The Notice of the AGM along with the Annual Report for 2014-15 are being sent by electronic mode to those Members whose
	• SAIL & MOIL Ferro Alloys Private	• SAIL & MOIL Ferro Alloys Private e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of
	Limited	Limited the said documents. For Members who have not registered their e-mail addresses, physical copies of the above mentioned
Membership /		NIL documents are being sent. All these above mentioned documents will also be available on the Company's website www.	NIL
Chairmanship of Committees across	NIL	moil.nic.in for download by the shareholders. We request shareholders to update their mail address with their depository
other Companies*		participant to ensure that the annual reports and other documents reach them on their preferred mail address. Shareholders
No. of Shares held	452 Shares	holding shares in physical form may intimate us their e-mail address along with name, address and folio no. for registration at 20 Shares	NIL

investor@bigshareonline.com.

3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Brief Resume of Directors appointed during the Financial year 2017-18/ proposed to be re-appointed at 56th AGM

Name	NOTICE Shri Vijayaraghavan M. Chariar	Shri Sunil Porwal
Date of Birth / Age	16/08/1969	16/12/1958
	49 years	59 years
Date of first appointment on	NOTICE IS HEREBY GIVEN THAT 53rd Annual General Meeting of the Members of MOIL Limited will be held on Monday, the 16/11/2017	16/03/2018
the Board	31st August , 2015 at 11.30 A.M. at MOIL Ltd., Golden Jubilee Hall, West Court Premises, In-front-of Z.P. (Ex-Govt.) High School, Katol
Qualification ORDINARY BUSINESS	Road, Nagpur - 440 013, to transact the following business: M.Sc.(Physics), M. Tech (Material Science) & Ph.D. (Physics)	Master's in Geology
Experience / Expertise in (1) specific functional area (2) (3) (4) Special Business (5)	Shri V. M. Chariar is a faculty member at the Indian To receive, consider and adopt the audited fi nancial statements of the Company for the year ended 31st March, 2015 together Institute of Technology, Delhi. Prof Chariar's basic with the Reports of the Board of Directors and Auditors thereon. training is in experimental materials science. Over last two decades, he has worked on diverse areas To declare Final Dividend for the Financial Year 2014-15. such as ecological sanitation, appropriate housing, To consider continuation of the appointment of Shri M. P. Chaudhari, Director (Finance) (DIN: 05339308), as a Director liable to design for sustainability, traditional knowledge retire by rotation as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the system and joyous leadership. For his innovative Government of India vide letter No. 1(2)/2011- RM-II dated 18.5.2012 and further order(s) in this regard, if any. pedagogy, Prof Chariar was awarded the teaching excellence award by IIT Delhi in 2011. Prof Chariar To authorise the Board of Directors to fi x remuneration of statutory auditors of the Company for the fi nancial year 2015-16 in taught and researched at Arizona state University compliance with the orders and directions of appointment by the Comptroller and Auditor-General of India. as a Fulbright in 2012-2013. He is author of several patents, publications, technical manuals and design registrations on innovative technologies. To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof, for the time being in force), M/s. Ujwal P. Loya & Co., Cost Accountants, Nagpur, (ICWA Registration No. 101399), the Cost Auditors	Shri Sunil Porwal belongs to the 1983 batch in Indian Administrative Service, Maharashtra Cadre and has long experience in the Government of Maharashtra and Government of India. He has worked in departments like commercial taxes, food processing industry while working as MD of MAFCO. He has also worked in departments of procurement of agriculture commodities and marketing, area of water conservation and textile. He has been instrumental in designing various policies and programme reforming agriculture marketing system, cotton procurement mechanism, first policy in the state, digitization of various programmes for effective delivery of services etc. At present he is head of Industrial Department as additional Chief Secretary (Industries) since June 2017.
Terms and conditions	He has been appointed as Non- Official Independent appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the of the Company for the	He has been appointed as Maharashtra
of appointment / re	Director for a period of three years w.e.f 16.11.2017 fi nancial year ending 31st March, 2016, at a remuneration of `1,20,000/- (Rupees One Lakh Twenty Thousand) exclusive of service	Government Nominee Director for a period of
appointment @	vide order dated 16th November, 2017. tax as applicable and reimbursement of actual travel and out-of-pocket expenses, be and is hereby ratifi ed.	three years w.e.f 16.03.2018 till 06.03.2021, vide
	RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary, be and are hereby authorised to settle any	order dated 16th March, 2018.
Relationship With other Directors, Manager and other Key Managerial Personnel of the company,	NO question, diffi culty or doubt, that may arise in giving eff ect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving eff ect to this resolution."	NO
Number of Meetings of	0 out of 3	N.A**
Place: Nagpur the Board attended during (During 2017-18) Dated: 3rd August, 2015		By order of the Board of Directors
Directorship held in other	• Clensta International Private Limited	• Mahanagar Gas Limited
Companies (As on 31.3.2018)	• Ekam Eco Solutions Private Limited	Neeraj D. Pandey • Maharashtra Airport Development Company Limited (Company Secretary)
Regd. Offi ce:		• Sicom Limited
MOIL LIMITED,		• Aurangabad Industrial Township Limited
MOIL Bhawan, 1A Katol Road, Nagpur - 440 013		• Maharashtra Information Technology Corporation Limited
Membership / Chairmanship of Committees across other NOTES: Companies*	NIL	• Maharashtra Airport Development Company Limited
1. No. of Shares held	The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Item No. 5 is annexed NIL	NIL

herewith. @ MOIL, being a Govt. Company, all the appointments are made and terms & conditions thereto are fixed by the Govt. of India.

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY IN ORDER TO *Membership/Chairmanship of Audit Committee and Stakeholders' Relationship Committee of other Companies has been considered.

BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED, STAMPED AND SIGNED, **No Board Meeting was after his appointment held upto 31/03/2018

NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF MEETING. A person can act as a proxy on behalf of members not The details regarding remuneration have been given in Corporate Governance Report.

1. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the (A Government of India Enterprise)

Company a certifi ed copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Regd. Off.: MOIL Bhawan, 1A Katol Road,NAGPUR – 440 013

Meeting. Website: www.moil.nic.in, E-Mail ID: compliance@moil.nic.in, Ph.: 0712- 2806182, Fax: 0712-2591661, CIN: L99999MH1962GOI012398

4. The President of India or the Governor of a State may appoint their authorised representative to attend and vote on their behalf Proxy form

at the Meeting and such authorised representative may appoint a Proxy under his signature. [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

5. Name of the member(s)	:	Brief Resume of the Directors appointed since last Annual General Meeting and also of those whose appointment/re ……………………………………………………………………………………….……………………………………………………………………………………… appointment is proposed, as mandated under Clause 49 of Listing Agreement with the Stock Exchanges, is annexed hereto and
Registered address forms part of the notice.	:	……………………………………………………………………………………….………………………………………………………………………………………
E-mail Id 6.	:	……………………………………………………………………………………….……………………………………………………………………………………… The Registrar of Members and Share Transfer Books of the Company will remain closed from 24th August, 2015 to 31st August,
Folio No / Client Id / DP ID	:	2015 (Both days inclusive). The fi nal dividend on equity shares, as recommended by the Board of Directors, if declared at the ……………………………………………………………………………………….………………………………………………………………………………………
No. of Shares	:	Annual General Meeting, will be paid on and from 25th September 2015 to the Members or their mandates whose names appear ……………………………………………………………………………………….………………………………………………………………………………………
		in the Company's Register of Members on 31st August, 2015 in respect of physical shares. In respect of dematerialized shares, the I/We, being the member of the above named company, hereby appoint dividend will be payable to the benefi cial owners of the shares whose names appear in the statement of Benefi cial Ownership
Name	:	……………………………………………………………………………………….……………………………………………………………………………………… furnished by National Securities Depository Limited and Central Depository (India) Limited at the close of business hours on
22nd August, 2015. Address	:	……………………………………………………………………………………….………………………………………………………………………………………
7. E-mail Id	:	During the period beginning 24 hours before the time fi xed for the commencement of the meeting and ending with the ……………………………………………………………………………………….………………………………………………………………………………………
Signature	:	conclusion of the meeting, a member would be entitled to inspect the proxies lodged with the Company, at any time during the ……………………………………………………………………………
		business hours of the Company, provided that not less than three days of notice in writing is given to the Company. or failing him/her
8. Name	:	The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies ……………………………………………………………………………………….……………………………………………………………………………………… Act, 2013, will be available for inspection by the members at the AGM.
Address 9.	:	……………………………………………………………………………………….……………………………………………………………………………………… The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies
E-mail Id	:	……………………………………………………………………………………….……………………………………………………………………………………… Act, 2013, will be available for inspection by the members at the AGM.
Signature 10. Members are requested to:-	:	……………………………………………………………………………
•		or failing him/her Note that copies of Annual Report will not be distributed at the Annual General Meeting.
Name	:	……………………………………………………………………………………….………………………………………………………………………………………
• Address	:	Bring their copies of Annual Report, Notice and Attendance Slip duly completed and signed, at the meeting. ……………………………………………………………………………………….………………………………………………………………………………………
• E-mail Id	:	Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue as entry to the hall will be strictly ……………………………………………………………………………………….……………………………………………………………………………………… on the basis of the entry slip available at the counter at the venue to be exchanged with the attendance slip.
Signature	:	……………………………………………………………………………

• Members, who hold shares in dematerialized form are requested to bring their Client ID and DP ID Nos. for easier identifi cation of attendance at the meeting as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 56th Annual General Meeting of the Company to be held on Thursday 27th September, 2018 at 11.30 a.m. at MOIL Ltd., Golden Jubilee Hall, West Court Premises, In-front-of Z.P. (Ex-Govt.) High School, Katol Road, Nagpur - 440 013 and at any adjournment thereof in respect of such resolutions as are indicated below:

• Resolution No.	Note that due to strict security reasons, mobile phones, brief cases, eatables and other belongings are not allowed inside Resolution	For*	Against*
Ordinary Business	the Meeting Hall.
1 •	Adoption of Audited Financial Statements (including consolidated financial statements) for the financial year Note that no gifts/coupons will be distributed at the Annual General Meeting. ended March 31, 2018 and reports of the Board of Directors and the Auditors thereon.
11. 2	Members are requested to notify immediately any change of address: Declaration of final dividend for the financial year 2017-18.
3 •	To consider continuation of the appointment of Shri Dipankar Shome, Director (Production & Planning) (DIN: To their Depository Participant(DP) in respect of shares held in dematerialized form, and 06435854), as a Director liable to retire by rotation
• 4	To the Company at its Registered Offi ce or to its RTA, M/s. Bigshare Services Pvt. Ltd. in respect of their physical shares, if To consider continuation of the appointment of Shri Rakesh Tumane, Director (Finance) (DIN: 06639859), as any, quoting their folio number a Director liable to retire by rotation
5 12.	Fixation of remuneration of the Statutory Auditors of the Company for the year 2018-19 Facility of payment of dividend through ECS / NECS is available. Those shareholders who are holding shares in electronic mode
Special Business	should register their ECS mandate with their respective depository participants directly and shareholders who are holding
6	equity shares in physical mode, they are requested to deposit ECS mandate with the Company or RTA. Ratification of remuneration of the Cost Auditors of the Company for the year 2018-19
7 13.	Approval of continuation of Shri Vijayaraghavan M. Chariar (DIN-06554220), as an Independent Director of The Notice of the AGM along with the Annual Report for 2014-15 are being sent by electronic mode to those Members whose the Company e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of

the said documents. For Members who have not registered their e-mail addresses, physical copies of the above mentioned Signed this …..day of…….., 2018

moil.nic.in for download by the shareholders. We request shareholders to update their mail address with their depository Signature of Proxy holder(s) Signature of shareholder

…………………………………. …………………………………..

documents are being sent. All these above mentioned documents will also be available on the Company's website www. Please affix Re.1/- Revenue Stamp

participant to ensure that the annual reports and other documents reach them on their preferred mail address. Shareholders

• Quote the Folio/Client ID & DP ID Nos. in all correspondence.

holding shares in physical form may intimate us their e-mail address along with name, address and folio no. for registration at investor@bigshareonline.com. Note: 1 ) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

1. As mandated by the Securities and Exchange of India (SEBI), every participant in the securities market has to submit Permanent Account Number (PAN). Members holding shares in electronic form are, therefore, requested to submit the PAN to their ANNUAL REPORT 2017-18 ¹⁵⁵ 2) *This is only optional. Please put 'X' in the appropriate column against the resolution indicated in the box. If you leave 'For' or 'Against' column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate

1. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the (A Government of India Enterprise)

Company a certifi ed copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Regd. Off.: MOIL Bhawan, 1A Katol Road,NAGPUR – 440 013

1. The President of India or the Governor of a State may appoint their authorised representative to attend and vote on their behalf Website: www.moil.nic.in, E-Mail ID: compliance@moil.nic.in, Ph.: 0712- 2806182, Fax: 0712-2591661, CIN: L99999MH1962GOI012398

at the Meeting and such authorised representative may appoint a Proxy under his signature. ATTENDANCE SLIP

5. Brief Resume of the Directors appointed since last Annual General Meeting and also of those whose appointment/re-PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

forms part of the notice. Member/Proxy

1. The Registrar of Members and Share Transfer Books of the Company will remain closed from 24th August, 2015 to 31st August, (First) (Middle) (Surname)

Annual General Meeting, will be paid on and from 25th September 2015 to the Members or their mandates whose names appear in the Company's Register of Members on 31st August, 2015 in respect of physical shares. In respect of dematerialized shares, the I hereby record my presence at the 56th Annual General Meeting of the Company to be held on Thursday, 27th September, 2018 at 11.30 am at MOIL Ltd., Golden Jubilee Hall, West Court Premises, In-front-of Z.P. (Ex-Govt.) High School, Katol Road, Nagpur - 440 013.

1. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies

Folio / Client ID	dividend will be payable to the benefi cial owners of the shares whose names appear in the statement of Benefi cial Ownership
22nd August, 2015.	furnished by National Securities Depository Limited and Central Depository (India) Limited at the close of business hours on
7.	During the period beginning 24 hours before the time fi xed for the commencement of the meeting and ending with the
DP ID Nos.	conclusion of the meeting, a member would be entitled to inspect the proxies lodged with the Company, at any time during the
No. of Shares held	business hours of the Company, provided that not less than three days of notice in writing is given to the Company.
8.	The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies

(Signature of Member/Proxy)

1. Members are requested to:- Note: This attendance slip is valid only in case shares are held on the date of meeting.