Website: www.moil.nic.in, E-Mail ID: [email protected], Ph.: 0712-2806182, Fax: 0712-2591661 , CIN: L99999MH1962GOI012398

CS/NSE-BSE/2020-21/ 5g Date: 05.09.2020

To, The G.M. (Listing) National Stock Exchange of India Ltd. Exchange Plaza, Plot No.C-1, G Block, Bandra Kurla Complex, Bandra (East) Mumbai- 400053

To, Listing Department BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400001

Sub: Submission of Notice of 58th Annual General Meeting (AGM) and Annual Report for the Financial Year 2019-20.

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

Dear Sir,

This is to inform that 58th Annual General Meeting of the Company will be held through Video Conferencing (VC) I Other Audio-Visual Means (OA VM) on Tuesday, 29th September, 2020 at 11:30 a.m., in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Notice of 58th AGM and Annual Report for the year 2019-20 of the Company is enclosed herewith.

In continuation of our letter no. CS/NSE-BSE/2020-21/55 dated 01.09.2020 informing record date for the payment of final dividend for 2019-20, it is to inform that the fmal dividend, if declared, on equity shares will be paid/ dispatched on or before 27th October, 2020 to eligible shareholders.

The Company has engaged the services of National Securities Depository Limited (NSDL) to provide the remote e-voting facility to the members of the Company. The remote e-voting facility will be available at www.evoting.nsdl.c01n and the members polding shares either in physical form or in electronic form as on cutoff date (i.e., 22.09.2020) shall only be entitled for availing the remote e-voting facility. Please make note of the following dates fore-voting:

Date and time of commencement of remote e-votin

The Notice of AGM and Annual Report for FY 2019-20 can be assessed/downloaded form the Company's website at following link:

AGM Notice	http://moil.nic.in/userfiles/Notice%20of%2058th%20AGM.pdf
Annual Report 2019-20	http://moil.nic.in/userfiles/Annual%20Report%202019-20.pdf

This is for your kind information and record

Thanking you,

an dey

(Company Secretary-cum-Compliance Officer)

th Notice of 58

Annual General Meeting

th (29 September 2020)

Noce of AGM

th th NOTICE IS HEREBY GIVEN THAT 58 Annual General Meeng of the Members of MOIL Limited will be held on Tuesday, 29 September, 2020 at 11:30 A.M. through Video Conferencing (VC)/ Other Audio‐ Visual Means (OAVM), to transact the following business. The venue of the meeng shall be deemed to be at MOIL Ltd., MOIL Bhawan, 1‐A, Katol Road, Nagpur ‐ 440 013.

ORDINARY BUSINESS

(1) To receive, consider and adopt the Audited Financial Statements of the Company including consolidated financial statements for the financial year ended March 31, 2020 together with the Reports of the Board of Directors, the Auditors thereon and Comments of the Comptroller & Auditor General of India and in this regard, to consider and if thought fit, to pass, with or without modificaon(s), the following resoluon as Ordinary Resoluon:

st "RESOLVED THAT the Audited Financial Statements of the Company including consolidated financial statements for the year ended 31 March, 2020 together with the Reports of the Board of Directors and Auditors thereon and Comments of the Comptroller & Auditor General of India be and are hereby received, considered and adopted."

(2) To declare Final Dividend of Rs. 3 per equity share for the year ended March 31, 2020 and in this regard, to consider and if thought fit, to pass, with or without modificaon(s), the following resoluon as Ordinary Resoluon:

"RESOLVED THAT Final Dividend @ 30% (i.e. Rs. 3.00 per share) on paid‐up equity shares of the Company amounng to Rs. 71,19,83,637/‐ (Seventy One Crore Nineteen Lakhs Eighty Three Thousand Six Hundred Thirty Seven only), as recommended by the Board of Directors for the financial year 2019‐20, be and is hereby declared and approved."

(3) To consider connuaon of the appointment of Smt. Usha Singh, Director (Human Resource) (DIN: 08307456), as a Director liable to rere by rotaon as per applicable provisions of the Companies Act, 2013, subject to terms and condions as determined by the Government of India vide order no. F. No.4/1/2017‐BLA dated 17.12.2018 and further order(s) in this regard, if any, and in this regard, to consider and if thought fit, to pass, with or without modificaon(s), the following resoluon as Ordinary Resoluon:

"RESOLVED THAT approval be and is hereby accorded for connuaon of the appointment of Smt. Usha Singh, Director (Human Resource) (DIN: 08307456), as a Director liable to rere by rotaon as per applicable provisions of the Companies Act, 2013, subject to terms and condions as determined by the Government of India vide order no. F. No.4/1/2017‐BLA dated 17.12.2018 and further order(s) in this regard, if any."

(4) To authorise the Board of Directors to fix remuneraon of Statutory Auditors of the Company for the financial year 2020‐21 in compliance with the orders and direcons of appointment by the Comptroller and Auditor‐General of India and in this regard, to consider and if thought fit, to pass, with or without modificaon(s), the following resoluon as Ordinary Resoluon:

"RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to fix the remuneraon of the Statutory Auditors for the financial year 2020‐21 in compliance with the orders and direcons of appointment made by the Comptroller and Auditor‐ General of India."

SPECIAL BUSINESS

(5) To rafy the Cost Auditor's remuneraon and in this regard to consider and, if thought fit, to pass with or without modificaon(s), the following resoluon as an Ordinary Resoluons:

"RESOLVED THAT appointment of M/s Phatak Paliwal & Co., a praccing Cost Accountant, as Cost Auditor of the Company for the financial year 2020‐21 at a remuneraon of Rs. 1,60,000 (Rs. One Lakh Sixty Thousand only) plus tax as applicable and out of pocket expenses, for audit of the cost accounng records of the company, subject to and as per the provisions of applicable acts, rules, regulaons, noficaons, circulars, etc., be and is hereby rafied.

RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary, be and are hereby authorized to sele any queson, difficulty or doubt, that may arise in giving effect to this resoluon and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resoluon."

(6) To accord consent for connuaon of appointment of Dr. Deepak Singh (DIN‐08568480) as an Independent Director and in this regard to consider and, if thought fit, to pass with or without modificaon(s), the following resoluon as an Ordinary Resoluon:

appointment of Dr. Deepak Singh (DIN‐08568480), as an Independent Director of the Company, for a period of three years from the date of noficaon of his appointment (w.e.f. 21.10.2019) or further order(s) whichever is earlier."

(7) To accord consent for connuaon of appointment of Shri Mangesh P. Kinare (DIN‐ 08514820) as an Independent Director and in this regard to consider and, if thought fit, to pass with or without modificaon(s), the following resoluon as an Ordinary Resoluon:

"RESOLVED THAT pursuant to terms and condions as determined by the Government of India vide Order No. F.No. 1/10/2015‐ BLA(Vol‐IV) dated 21.10.2019 and pursuant to the provisions of Companies Act, 2013 read with SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 and other applicable laws, the consent of the members be and is hereby accorded for connuaon of appointment of Shri Mangesh P. Kinare (DIN‐ 08514820), as an Independent Director of the Company, for a period of three years from the date of noficaon of his appointment (w.e.f. 21.10.2019) or further order(s) whichever is earlier."

(8) To rafy /approve the contribuon made in bona fide charitable fund and in this regard to consider and, if thought fit, to pass with or without modificaon(s), the following resoluons as an Ordinary Resoluons:

"RESOLVED THAT pursuant to provisions of Secon 181 and any other applicable provisions of the Companies Act, 2013, contribuons of Rs. 45.00 crore to the Government of India in its Prime Minister's Cizen Assistance and Relief in Emergency Situaons Fund (PM CARES Fund) and Rs. 5.00 Crore to the Chief Minister Relief Fund of the Government of Maharashtra, (total Rs. 50.00 crore) in the financial year 2020‐21, be and are hereby rafied.

RESOLVED FURTHER THAT contribuon of Rs. 5.00 Crore to the Chief Minister Relief Fund of the Government of Madhya Pradesh, be and is hereby also approved.

RESOLVED ALSO THAT Chairman‐Cum‐Managing Director of the Company be and is hereby authorized to do all such acts, deeds, maers and things, as may be considered necessary."

Date: 04.09.2020

Place: Nagpur By order of the Board of Directors

Neeraj D. Pandey (Company Secretary)

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

NOTES

1. Considering the present Covid‐19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read together with circulars dated April 8, 2020 and April 13, 2020 (collecvely referred to as MCA Circulars) permied convening the Annual General Meeng (AGM) through Video Conferencing (VC) or Other Audio Visual Means (OAVM), without the physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 ('the Act') and the Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 (SEBI Lisng Regulaons), the AGM of the Company is being held through VC / OAVM.
1. Generally, a member entled to aend and vote at the meeng is entled to appoint a proxy to aend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the MCA Circulars, physical aendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Aendance Slip are not annexed hereto.
1. Pursuant to MCA Circulars, the facility to appoint proxy to aend and cast vote for the members is not available for this AGM. However, the Body Corporates are entled to appoint authorised representaves to aend the AGM through VC/OAVM and parcipate thereat and cast their votes through e‐vong.
1. An authorised representave of the President of India or of the Governor of the State, holding shares in the Company, may appoint authorised representave of the President of India or of the Governor of the State, holding shares the company, may appoint an authorised representaves to aend the AGM through VC/OAVM and cast their votes through e‐vong.
1. The Members can join the AGM in the VC/OAVM mode 30 minutes before and aer the scheduled me of the commencement of the Meeng by following the procedure menoned in the Noce. The facility of parcipaon at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Instuonal Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit

Commiee, Nominaon and Remuneraon Commiee and Stakeholders Relaonship Commiee, Auditors etc. who are allowed to aend the AGM without restricon on account of first come first served basis.

1. The aendance of the Members aending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Secon 103 of the Companies Act, 2013.
1. In compliance with the MCA Circulars and SEBI Circular dated May 12, 2020, Noce of the AGM along with the Annual Report 2019‐ 20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Noce and Annual Report 2019‐20 will also be available on the Company's website www.moil.nic.in. The Noce can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and Naonal Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respecvely and the AGM Noce is also available on the website of NSDL (agency for providing the Remote e‐Vong facility) i.e. www.evong.nsdl.com.
1. The relevant Explanatory Statements pursuant to Secon 102 of the Companies Act, 2013, in respect of Item No. 6 to 8 are annexed herewith.
1. Brief Resume of the Directors appointed since last Annual General Meeng and also of those whose appointment/re‐appointment is proposed, as mandated under Regulaon 36(3) of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ("Lisng Regulaons") with the Stock Exchanges, is annexed hereto and forms part of the noce.
1. Pursuant regulaon 42 of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015,"record date" for the purpose of th payment of final dividend for the financial year ended 31st March, 2020, if declared at ensuing Annual General Meeng, shall be 11 September, 2020 ("the record date"). The final dividend on equity shares will be paid within 30 days aer declaraon 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 Naonal Securies Depository Limited (NSDL) and Central Depository (India) Limited (CDSL) on the record date.
1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Secon 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which Directors are interested, maintained under Secon 189 of the Companies Act, 2013, and the relevant documents referred to in the Noce will be available electronically for inspecon by the members during the AGM.
1. All documents referred to in the Noce will also be available electronically for inspecon without any fee by the members from the date of circulaon of this Noce up to the date of AGM. Members seeking to inspect such documents can send an e‐mail to [email protected]
1. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeng is not annexed hereto.
1. Members are requested to nofy immediately any change of address:

To their Depository Parcipant(DP) in respect of shares held in dematerialized form, and 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, quong their folio number.

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 respecve depository parcipants directly and shareholders who are holding equity shares in physical mode, they are requested to deposit ECSmandate with the Company or RTA.

Members are requested to note that;

(a) Dividends if not encashed for a consecuve period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Educaon and Protecon 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 spulated meline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an applicaon to the IEPF Authority in Form No. IEPF‐5 available on www.iepf.gov.in.
th th (b) In terms of SEBI Gazee Noficaon dated 8 June, 2018, shares in physical form will not be transferred aer 5 December, 2018. Hence, members who are holding shares in physical form are requested to convert the shares in Demat form before the date menoned above.
1. Members seeking further informaon on the Financial Statement or any other maer contained in the Noce are requested to write to the Company at least 7 days before the meeng so that relevant informaon can be kept ready at the meeng.
1. Pursuant to Secon 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 Secon 142(1) of the Companies Act, 2013, their remuneraon has to be fixed by the Company in General Meeng or in such manner as the Company in General Meeng may determine. The Members of

th th the Company in the 57 Annual General Meeng held on 6 September, 2019 had authorised the Board of Directors to fix the remuneraon of Statutory Auditors for the year 2019‐20. 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 pracce, the Members may authorise the Board to fix remuneraon of Statutory Auditors as may be deemed fit by the Board. CAG vide their leer dated 10.08.2020 has appointed M/s. Demble Ramani & Co., Chartered Accountant as Statutory Auditors for the financial year 2020‐21.

1. The Government of India vide Order Nos. F. No.4/1/2017‐BLA dated 17.12.2018 has appointed Smt. Usha Singh, Director (Human Resource) (DIN: 08307456) a whole‐me Director. Pursuant to provisions of the Companies Act, 2013, Directors of the company (other than Independent Directors) are liable to rere by rotaon. Hence, subject to terms and condion as determined by the Government of India in the above menoned order and further order(s) in this regard, if any, the consent of the members is hereby sought for connuaon of Smt. Usha Singh, Director, as Directors, being longest in office a Director liable to rere by rotaon, under the applicable provisions of the Companies Act, 2013.
1. The Board has recommended final dividend @ Rs. 3.00 per equity shares for the year 2019‐20.

Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. 01.04.2020. No tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed Rs. 5,000/‐

The withholding tax rate would vary depending on the residenal status of the shareholder and documents registered with the Company.

I. RESIDENT SHAREHOLDERS:

a) Tax Deducble at Source for Resident Shareholders

Sr.	Parculars	Withholding	Documents required (if any)
No.		tax rate
1.	Valid PAN updated in the Company's	7.5%	No document required (if no exempon is sought
	Register of Members
2.	No PAN/Valid PAN not updated in the	20%	No document required (if no exempon is
	Company's Register of Members		sought)
3.	Availability of lower/nil tax deducon	Rate specified	Lower tax deducon cerficate obtained from
	cerficate issued by Income Tax	in the	Income Tax Authority
	Department u/s 197 of Income Tax Act,	cerficate
	1961

b) No Tax Deducble at Source on dividend payment to resident shareholders if the Shareholders submit and register following documents as menoned in column no.4 of the below table with the Company /RTA of the company

Sr. No	Parculars	Withholding tax	Documents required (if any)
		rate
1.	Submission of form 15G/15H	NIL	Declaraon in Form No. 15G (applicable to anyperson other than a company or a firm) / Form15H (applicable to an Individual who is 60 yearsand above), fulfilling certain condions.
2.	Shareholders to whom secon 194 ofthe Income Tax, 1961 does not applysuch as LIC, GIC, etc.	NIL	Documentary evidence that the said provisionsare not applicable.
3.	Shareholder covered u/s 196 of IncomeTax Act, 1961 such as Government, RBI,corporaons established by Central Act& mutual funds.	NIL	Documentary evidence for coverage u/s 196 ofIncome Tax Act, 1961
4.	Category I and II Alternave InvestmentFund	NIL	SEBI registraon cerficate to claim benefit undersecon 197A (1F) of Income Tax Act, 1961
5.	• Recognised provident funds• Approved superannuaon fund• Approved gratuity fund	NIL	Necessary documentary evidence as per CircularNo. 18/2017 issued by Central Board of DirectTaxes (CBDT)
6.	Naonal Pension Scheme	NIL	No TDS as per secon 197A (1E) of Income TaxAct, 1961

II. NON‐RESIDENT SHAREHOLDERS:

Withholding tax on dividend payment to non‐resident shareholders if the non‐resident shareholders submit and register following document as menoned in column no.4 of the below table with the Company / RTA of the Company.

Sr.	Parculars	Withholding tax	Documents required (if any)
No		rate
1.	Foreign Instuonal Investors (FIIs) /Foreign Porolio Investors (FPIs)	20% (plus applicablesurchargeand cess)	FPI registraon number / cerficate.
2.	Other Non‐resident shareholders	20% (plusapplicablesurcharge andcess) or tax treatyrate, whichever isbeneficial.	To avail beneficial rate of tax treaty following taxdocuments would be required:1. Tax Residency cerficate issued by revenueauthorityofcountryofresidenceofshareholder for the year in which dividend isreceived2. PAN3. Form 10F filled & duly signed4. Self‐declaraonfornon‐existenceofpermanent establishment/ fixed base in India(Note: Applicaon of beneficial Tax Treaty Rateshall depend upon the completeness of thedocumentssubmiedby the Non‐Residentshareholder and review to the sasfacon of theCompany)
3.	Indian Branch of a Foreign Bank	Nil	1.Lower tax deducon cerficate u/s 195(3)obtained from Income Tax Authority2.Self‐declaraon confirming that the incomeis received on its own account and not onbehalf of the Foreign Bank
4.	Availability of Lower/NIL taxdeduconcerficate issued by Income TaxDepartment u/s 197 of Income TaxAct, 1961	Rate specified incerficate	Lower tax deducon cerficate obtained fromIncome Tax Authority

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaraon in Form No. 15G/ nd 15H, to avail the benefit of non‐deducon of tax at source by email to [email protected] by 11:59 p.m. IST on September 22 , 2020. Shareholders are requested to note that in case their PANis not registered, the tax will be deducted at a higher rate of 20%.

Non‐resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaraon, Tax Residency Cerficate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to [email protected]. The aforesaid declaraons and documents need to be submied by the shareholders by 11:59 p.m. IST nd September 22 , 2020.

1. Vong through electronic means:
- (a) Pursuant to the provisions of Secon 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administraon) Rules, 2014 (as amended) and Regulaon 44 of SEBI (Lisng Obligaons & Disclosure Requirements) Regulaons 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e‐vong to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Naonal Securies Depository Limited (NSDL) for facilitang vong through electronic means, as the authorized agency. The facility of casng votes by a member using remote e‐vong system as well as venue vong on the date of the AGM will be provided by NSDL.

th th (b) The remote e‐vong period commences on **25 September, 2020 (9.00 am) and ends on 28 September, 2020 (5.00 p.m.).**During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on nd the cut‐off date of 22 September, 2020, may cast their vote by remote e‐vong. The remote e‐vong module shall be disabled/blocked by NSDL for vong thereaer. Once the vote on a resoluon is cast by the member, the member shall not be allowed to change it subsequently.
(c) Remote e‐vong shall not be allowed beyond the said date and me.
(d) The process and manner for remote e‐vong are explained herein below:

Step 1: Log‐in to NSDL e‐Vong system at hps://www.evong.nsdl.com/ Step 2: Cast your vote electronically on NSDL e‐Vong system.

Details on Step 1 (i.e. How to Log‐in to NSDL e‐Vong website?)

1. Visit the e‐Vong website of NSDL. Open web browser by typing the following URL: hps://www.evong.nsdl.com/ either on a Personal Computer or on a mobile.
1. Once the home page of e‐Vong system is launched, click on the icon "Login" which is available under 'Shareholders' secon.
1. A new screen will open. The member will have to enter your User ID, your Password and a Verificaon Code as shown on the screen.

Alternavely, if you are registered for NSDL eservices i.e. IDEAS, you can log‐in at hps://eservices.nsdl.com/ with your exisng IDEAS login. Once you log‐in to NSDL eservices aer using your log‐in credenals, click on e‐Vong and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL)or Physical	Your User ID is:
a) For Members who hold shares in demat accountwith NSDL.	8 Character DP ID followed by 8 Digit Client IDFor example if your DP ID is IN300* and Client ID is12** then your user ID is IN30012*.
b) For Members who hold shares in demat accountwith CDSL.	16 Digit Beneficiary IDFor example if your Beneficiary ID is 12************then your user ID is 12************
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with thecompanyFor example if folio number is 001* and EVEN is 101456then user ID is 101456001*

1. Your password details are given below:
- a) If you are already registered for e‐Vong, then you can user your exisng password to login and cast your vote.
- b) If you are using NSDL e‐Vong system for the first me, you will need to retrieve the 'inial password' which was communicated to you. Once you retrieve your 'inial password', you need to enter the 'inial password' and the system will force you to change your password.
  - a) How to retrieve your 'inial password'?
    - (i) If your email ID is registered in your demat account or with the company, your 'inial 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 aachment i.e. a .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 'inial password'.
    - (ii) If your email ID is not registered, please follow steps menoned below in process for those shareholders whose email ids are not registered
1. If you are unable to retrieve or have not received the " Inial password" or have forgoen your password:
- a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) opon available on www.evong.nsdl.com.
  - Physical User Reset Password?

b) (If you are holding shares in physical mode) opon available on www.evong.nsdl.com.
c) If you are sll unable to get the password by aforesaid two opons, you can send a request at [email protected] menoning your demat account number/folio number, your PAN, your name and your registered address.
d) Members can also use the OTP (One Time Password) based login for casng the votes on the e‐Vong system of NSDL.

1. Aer entering your password, ck on Agree to "Terms and Condions" by selecng on the check box.
1. Now, you will have to click on "Login" buon.
1. Aer you click on the "Login" buon, Home page of e‐Vong will open.

Details on Step 2 is given below: (How to cast vote electronically on NSDL e‐Vong system?)

a) Aer successful login at Step 1, you will be able to see the Home page of e‐Vong. Click on e‐Vong. Then, click on Acve Vong Cycles.
b) Aer click on Acve Vong Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose vong cycle is in acve status.
c) Select "EVEN" of MOIL Limited.
d) Now you are ready for e‐Vong as the Vong page opens.
e) Cast your vote by selecng appropriate opons 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.
f) Upon confirmaon, the message "Vote cast successfully" will be displayed
g) You can also take the printout of the votes cast by you by clicking on the print opon on the confirmaon page.
h) Once you confirm your vote on the resoluon, you will not be allowed to modify your vote.

General Guidelines for shareholders

a) Instuonal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resoluon/ Authority leer etc. with aested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrunizer by e‐mail to [email protected] with a copy marked to [email protected]
b) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidenal. Login to the e‐vong website will be disabled upon five unsuccessful aempts 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?" opon available on www.evong.nsdl.com to reset the password
c) In case of any queries with respect to remote e‐vong or e‐vong at the AGM, you may refer the Frequently Asked Quesons (FAQs) for Shareholders and e‐vong user manual for Shareholders available at the download secon of www.evong.nsdl.com or call on Toll free no.: 1800‐222‐990 or can contact NSDL on [email protected] or contact Mr. Amit Vishal, Senior Manager – NSDL at [email protected]/022‐24994360 or Ms. Pallavi Mhatre, Manager NSDL at [email protected] /022‐24994545.
d) Shareholders who need assistance before or during the AGM, can contact NSDL on [email protected] or contact Mr. Amit Vishal, Senior Manager ‐ NSDL at amitv@ nsdl.co.in/022‐24994360 or Mr. Sagar Ghosalkar, Assistant Manager‐ NSDL at sagar.ghosalkar@ nsdl.co.in/022‐24994553.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registraon of e mail ids for e‐vong for the resoluons set out in this noce:

a) In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share cerficate (front and back), PAN (self aested scanned copy of PAN card), AADHAR (self aested scanned copy of Aadhar Card) by email to [email protected].

In case shares are held in demat mode, please provide DPID‐CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self aested scanned copy of PAN card), AADHAR (self aested scanned copy of Aadhar Card) to [email protected].

b) Alternavely member may send an e‐mail request to [email protected] for obtaining User ID and Password by proving the details menoned in Point (1) or (2) as the case may be.

Instrucons for members for e‐vong on the day of the AGM:

a) The procedure for e‐Vong on the day of the AGM is same as the instrucons menoned above for remote e‐vong.
b) Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resoluons through remote e‐Vong and are otherwise not barred from doing so, shall be eligible to vote through e‐ Vong system in the AGM.
c) Members who have voted through Remote e‐Vong will be eligible to aend the AGM. However, they will not be eligible to vote at the AGM.
d) The details of the person who may be contacted for any grievances connected with the facility for e‐Vong on the day of the EGM/AGM shall be the same person menoned for Remote e‐vong.

Instrucons for members for aending the AGM through VC/OAVM:

a) Member will be provided with a facility to aend the AGM through VC/OAVM through the NSDL e‐Vong system. Members may access the same at hps://www.evong.nsdl.com under shareholders/members login by using the remote e‐vong credenals. The link for VC/OAVM will be available in shareholder/members login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e‐Vong or have forgoen the User ID and Password may retrieve the same by following the remote e‐Vong instrucons menoned in the noce to avoid last minute rush. Further members can also use the OTP based login for logging into the e‐Vong system of NSDL.
b) Members are encouraged to join the Meeng through Laptops for beer experience.
c) Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeng.
d) Please note that Parcipants Connecng from Mobile Devices or Tablets or through Laptop connecng via Mobile Hotspot may experience Audio/Video loss due to fluctuaon in their respecve network. It is therefore recommended to use Stable Wi‐Fi or LANConnecon to migate any kind of aforesaid glitches.
e) Shareholders who would like to express their views/ask quesons during the meeng may register themselves as a speaker may send their request menoning their name, demat account number/folio number, email id, mobile number at th th [email protected] from 20 September, 2020 ( 9:00 a.m. IST) to 24 September, 2020 (5:00 p.m. IST)
f) Shareholders who would like to express their views/have quesons may send their quesons in advance menoning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.
g) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask quesons during the meeng. The Company reserves the right to restrict the number of quesons and number of speakers, depending upon availability of me as appropriate for smooth conduct of the AGM.
1. The vong rights of members shall be in proporon to their shares of the paid up equity share capital of the Company as on the cut‐ nd off date of 22 September, 2020.
1. Members may also write to the Company Secretary at the email ID: [email protected] or contact at telephone no. 0712‐ 2806182
1. Mr. Amit K. Rajkoya, Praccing Company Secretary, Nagpur (Membership No. F5561 & Cerficate of Pracce No. 5162) has been appointed as the Scrunizer for providing facility to the members of the Company to scrunize the vong and remote e‐vong process in a fair and transparent manner.
1. The Scrunizer shall make, not later than 48 hours of conclusion of the AGM, scrunizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in wring, who shall countersign the same and declare the result of the vong forthwith.
1. The Results declared along with the report of the Scrunizer shall be placed on the website of the Company www.moil.nic.in and on the website of NSDL immediately aer the declaraon of result by the Chairman or a person authorized by him in wring. The results shall also be immediately forwarded to Naonal Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE). The results shall also be displayed on the noce board at the Registered Office of the Company.
1. The Address of Registrar and Transfer agents of the company is as follows:

Bigshare Services Pvt. Ltd.

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: [email protected] CIN: U99999MH1994PTC076534

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

Item No.5 : Raficaon of the Cost Auditor's remuneraon

As per the provisions of Secon 148 of the Companies Act, 2013 ("the Act") and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors on the recommendaon of the Audit Commiee, have approved the appointment of M/s Phatak Paliwal & Co., Cost Accountants, Nagpur, (ICWA Registraon No. 000105) as Cost Auditors at a remuneraon of Rs. 1,60,000 plus Tax as applicable and out of pocket expenses, for audit of the cost accounng records of the company for the financial year 2020‐21.

A cerficate issued by the above firm regarding their eligibility for appointment as Cost Auditors would be available electronically for inspecon by the members from the date of circulaon of this Noce up to the date of AGM. Members seeking to inspect such documents can send an e‐ mail to [email protected].

Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014 requires the remuneraon of the Cost Auditor shall be considered and approved by the Board of Directors and rafied subsequently by the shareholders.

Accordingly, consent of the shareholders is sought by passing an Ordinary Resoluon, as set out for this item in the Noce, for raficaon of the st remuneraon payable to the Cost Auditors for the financial year ending 31 March, 2021.

None of the Directors and Key Managerial Personnel of the Company, their relaves, is in any way, concerned or interested, financially or otherwise, in the resoluon set out for this item in the Noce.

The Board of Directors recommends the resoluon set out for this item in the Noce for approval by the shareholders.

Item No.6 &7 :	To accord consent for connuaon of appointment of Shri Deepak Singh (DIN‐08568480)
	and Shri Mangesh P. Kinare (DIN‐ 08514820) as Independent Directors

In accordance with provisions Secon 149, 152 of the Companies Act, 2013 (the Act), Lisng Regulaons and other applicable Rules, Independent Directors can be appointed on the Board of the company.

In MOIL, being a Government Company, the Directors are appointed by the President of India in terms of provisions of Arcle 138 of Arcle of Associaon. Accordingly, Government of India vide Order No. F.No. 1/10/2015‐BLA(Vol‐IV) dated 21.10.2019 has appointed Dr. Deepak Singh (DIN‐08568480) and Shri Mangesh P. Kinare (DIN‐ 08514820) as Independent Directors, for a period of three years from the date of the leer or unl further order of the Government of India, whichever is earlier. Accordingly, Dr. Deepak Singh (DIN‐08568480) and Shri Mangesh P. Kinare (DIN‐ 08514820) as Independent Directors have been appointed as an Independent Directors w.e.f. 21.10.2019.

The above Independent Directors have submied declaraon that they meet the criteria for independence as provided in Secon 149(6) of the Act and eligible for connuaon as Independent Director. In terms of the provisions of Secon 150 of the Act, appointment of Independent Directories required to be approved by the company in the general meeng.

Brief resume of these Independent Directors of the Company, nature of experse in funconal areas and names of companies in which they hold directorships and memberships/chairmanships of Board Commiees, shareholding and relaonships between directors inter‐se as spulated under the Lisng Regulaons with the Stock Exchanges, are provided in Annexure to the Noce.

Dr. Deepak Singh and Shri Mangesh P. Kinare are interested in the resoluon set out for this item in the Noce with regard to his appointment.

The relaves of the Independent Directors of the Company may be deemed to be interested in the resoluons set out respecvely for this item in the Noce, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the Directors and Key Managerial Personnel of the Company, their relaves is, in any way, concerned or interested, financially or otherwise, in the resoluon set out for this item in the Noce.

The Board of Directors recommends the resoluon set out for this item in the Noce for approval by the shareholders.

Item No.8 : To rafy /approve the contribuon made in bona fide charitable fund

It is a well‐known fact that Covid‐19 pandemic has engulfed the enre world and has posed serious challenges for the health and economic security of millions of people worldwide. In India too, the spread of coronavirus was alarming and posed severe health and economic ramificaons for the country.

Distress situaons, whether natural or otherwise, demand expedious and collecve acon for alleviang the suffering of those affected, migaon/control of damage to infrastructure and capacies etc. Keeping in mind the need for having a dedicated naonal fund with the

58 AGM NOTICE

primary objecve of dealing with any kind of emergency or distress situaon, like posed by the Covid‐19 pandemic and to provide relief to the affected secons, there was need of funds. For this purpose, public charitable trust under the name of 'Prime Minister's Cizen Assistance and Relief in Emergency Situaons Fund' (PM CARES Fund)' has been set up by the Government of India. It is believed that parcipaon of the public including corporates is the most effecve way to migate any issue.

The Ministry of Steel (MoS), Government of India on 28‐03‐2020 had sent communicaon regarding contribuon of Rs. 45.00 Crore by MOIL to the PM CARES Fund. Likewise, the Govt. of Maharashtra also requested to contribute to the Chief Minister Relief Fund (CMRF).

The shareholding to the Central Government and Government of Maharashtra in the company is 53.84% and 5.11% of total share capital of the company, respecvely. Out of total eleven mines of the company, seven mines are located in the State of Maharashtra and share of producon from these mines is around 50%.

In view of the above, the Company, being a responsible corporate cizen, has risen to meet the needs of the naon and contributed Rs. 45.00 crore to PM Cares Fund and Rs. 5.00 crore to Maharashtra Chief Minister's Relief Fund to help in the fight against covid‐19. Thus, total contribuons in these funds are Rs. 50 crore.

As per the provisions of Secon 181 of the Companies Act, 2013, the Board of Directors of a company may contribute to bona fide charitable and other funds. However, if it exceeds 5% of its average net profits for the three immediately preceding financial years, prior permission of the company in general meeng shall be required for such contribuon.

Further, the company has also received communicaon from the State Government of Madhya Pradesh for contribuon to their CMRF. However, a formal request in this regard is yet to be received. Madhya Pradesh is one of the widely affected States in the country. The Government of Madhya Pradesh is also one of the promoters of the company and their present shareholding in MOIL is 5.40 %. Four mines of the company are located in the Balaghat district of Madhya Pradesh which contributes about 50% of total producon of the company. As the company may have to contribute to CMRF of the Madhya Pradesh, contribuon of maximum Rs. 5.00 Crore to the CMRF of Government of Madhya Pradesh is also proposed, as and when formal request is received from them.

The contribuons made by the company exceeds 5% of its average net profits for the three immediately preceding financial years However, there is no clarity that whether fund like PM Cares (set up by the Government of India) will be covered under the Secon 181 or not. Further, conducng general meeng involves a lot of procedural and legal compliances and also is a me taking affair. The Covid‐19 pandemic was such a crical situaon that did not allow any delay in contribuons in the PM Cares Fund, and the whole naon was going through lockdown phase. Hence, prior permission in general meeng could not be taken.

In view of above, consent of the shareholders is sought by passing an Ordinary Resoluon as set out for this item in the Noce, for raficaon of contribuon to the PM Cares Fund and Maharashtra Chief Minister's Relief Fund and approval for contribuon to the CMRF of Government of Madhya Pradesh in the year 2020‐21.

None of the Directors and Key Managerial Personnel of the Company, their relaves, is in any way, concerned or interested, financially or otherwise, in the resoluon set out for this item in the Noce.

Since this item is a compliance maer, the Board considers the same unavoidable.

The Board of Directors recommends the resoluon set out for this item in the Noce for approval by the shareholders.

*****

Name	Dr. Deepak Singh	Shri Mangesh P. Kinare
Date of Birth / Age	21.09.1966	14.02.1967
	(54 Years)	(53 years)
Date of first appointment onthe Board	21.10.2019	21.10.2019
Qualificaon	MBBS and MD	Chartered Accountant, B.Com, LLB (Gen.)
Experience / Experseinspecific funconal area	Dr. Deepak Singh is a MBBS and MD. He hasdone PG course in Health and Family welfaremanagement and courses in G.I.S. in Health andEpidemiological and Biomedical Data Analysisusing Stascal Soware. He has experience ofmore than 26 years at different levels. He hasworked as assistant professor at CIMS Bilaspur(CG), and Associate Professor at GMCH, Udaipur(RAJ). He also worked as Officer on Duty (OSD)Govt. of India Union Minister for sports andyouth Welfare, Minister of State for Commerceand industry, CM(Chhasgarh).He was Assistant Editor of Medico legal Update(ISSN 0971‐ 720X).The Official organ of theIndian Associaon of Medico Legal Experts. Hewas Chief correspondent of the Journal MedicineandToxicology(ISSN0971‐1929).HehasMembership of Editorial Advisor, Journal ofenvironmental and ethical issues, Banglore. Hevisited USA, Thailand, Egypt, South Africa, UAE,Botswana, Russia, Germany, Malaysia, Mauriusetc.	Shri Mangesh Pandurang Kinare, is a PraccingChartered Accountant havingexperience ofmore than 29 years in Profession. He has doneB.Com. and LL.B. (Gen) from University ofMumbai.HehasalsocompletedPostQualificaonDiploma coursein InformaonSystem Audit by ICAI‐ D.I.S.A. (ICAI). He is mainlypraccinginGST,AuditsandBusinessConsultancy having varied exposure in varioussectors.He was Chairman of Western India RegionalCouncil of The Instute of Chartered Accountantsof India (WIRC of ICAI) for the year 2013‐2014.He was also Member of Central Council of TheICAI for the term 2016‐2019. He was appointedby Govt. of MaharashtraonCommiee forScruny of Self‐Financed Private Universies inMaharashtra and Maharashtra Govt. Nominee onFinance Commiee of Babasaheb AmbedkarTechnologyUniversity(BATU),Lonere,Maharashtra.
Terms andcondions ofappointment/re‐appointment @	He has been appointed as Independent Directorw.e.f.21.10.2019videOrderNo.F.No.1/10/2015‐BLA (Vol‐IV) dated21.10.2019byMinistry of Steel, Government of India.	He has been appointed as Independent Directorw.e.f.21.10.2019videOrderNo.F.No.1/10/2015‐BLA (Vol‐IV) dated21.10.2019byMinistry of Steel, Government of India.
RelaonshipwithotherDirectors,ManagerandotherKeyManagerial Personnel of thecompany	No	No
Number of Meengs of theBoardaendedduring(During 2019‐ 20)	3 out of 3	3 out of 3
Directorship held in otherCompanies(As on 31.3.2019)	NIL	NIL
Membership / Chairmanshipof Commiees across otherCompanies*	NIL	NIL
No. of Shares held	NIL	NIL

Brief Resume of Directors appointed since last AGM th proposed to be re‐appointed at 58 AGM /

58 AGM NOTICE

Name	Smt. Usha Singh	Shri PVV Patnaik
Date of Birth / Age	18.06.1966	22.08.1963
	(54 Years)	(57 Years)
Date of first appointment /	18.12.2018	01.08.2020
re‐appointment on the Board
Qualificaon	B.Sc., Engg (Electronics & Telecom) and PGDIM(Markeng & HR)	(M.A. Sc. (Mineral Processing), M.TECH (ProcessMetallurgy), MBA (Finance and Markeng)
Experience /Experse inspecific funconal area	Ms. Usha Singh prior to joining the Company wasExecuve Director (Personnel & Administraon)heading Personnel, HRD, CSR, Administraon andother related funcons at NMDC. She was alsoheadingtheBusinessDevelopmentandCorporate Planning funcons in NMDC.	Shri PVV Patnaik is having vast experience of about31 years in various fields. He has joined MOIL ‐ asManager (Process) in 1991 and worked in variouscapaciesindifferentdisciplinessuchasMarkeng,BusinessDevelopment,Process,Projects and Diversificaon, etc.
	She is an Engineering Graduate and an MBA, whohasmorethan30yearsofprofessionalexperience.She worked for SAIL for around 25years, out of which she was Technical Advisor toChairman, SAILfor more than 8 years.Ms. Singh has several awards to her credit, whichincludes, 'SCOPE Outstanding Woman Manager2017 (Commendaon)'and'Best EmployeeAward' in SAIL. She has authored and presentedseveral papers in naonal as well as internaonalconferences	He was associated with formulaon of markeng /pricing policies, business forecast, new productdevelopment, market research for expansion ofcustomer base, e‐sales, preparaon of businessplan etc. He also worked as CEO, RINMOIL FerroAlloys Private Limited and SAIL & MOIL Ferro AlloysPrivate Limited, joint ventures of MOIL for sengup ferro alloy units at Vizag and Bhilai.He headed Ferro Manganeseand ElectrolycManganese Di‐oxide He aended a number ofnaonal and internaonal conferences conductedby IMPC, IBM, FIMI, IFAPA, Metal Bullens etc.,and presented technical papers.
Termsandcondionsofappointment/re‐appointment @	She has been appointed as Director (HumanResource) vide order no. F. No.4/1/2017‐BLAdated 17.12.2018 for a period of five years w.e.f.the date of her assumponof the charge(i.e.18.12.018) or unl further order, whichever is	He has been appointed as Director (Commercial)videOrderno.F.No.4/1/2019‐BLAdated21.04.2020 for a period with effect from the dateof his assumpon of charge of the post on or aer01.08.2020 ll the date of his superannuaon or
	earlier	unl further order, whichever is earlier.
RelaonshipwithotherDirectors,ManagerandotherKeyManagerial Personnel of thecompany	No	No
Number of Meengs of theBoardaendedduring(During 2019‐20)	5 out of 5	Not applicable
Directorshipheld in otherCompanies(As on 31.3.2019)	NIL	NIL
Membership / Chairmanshipof Commiees across otherCompanies*	NIL	NIL
No. of Shares held	NIL	NIL

@ MOIL, being a Govt. Company, all the appointments are made and terms & condions thereto are fixed by the Govt. of India. *Membership/Chairmanship of Audit Commiee and Stakeholders' Relaonship Commiee of other Companies has been considered. The details regarding remuneraon have been given in Corporate Governance Report.

******

AI assistant

MOIL Limited AGM Information 2020

61480_rns_2020-09-05_4ad2c864-682b-435b-961e-0364901fb150.pdf

CS/NSE-BSE/2020-21/ 5g Date: 05.09.2020

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