MSP STEEL & POWER LIMITED

(An ISO 9001: 2015, 14001 : 2015 OHSAS 18001 : 2007Certified Company) Regd. Office : 1, Crooked Lane, Kolkata . 700 069, Phone: 033 2248 5096 CIN No. : L27109WB1968PLC027399

Date: 26th August, 2021

Company Symbol: MSPL	Scrip Code No.: 532650
Mumbai- 400 051	Mumbai -400 001
Bandra- Kurla Complex, Bandra (E)	Dalal Street
"Exchange Plaza", C-1, Block-G	Phirozee Jeejeebhoy Towers
National Stock Exchange of India Limited	SSE Limited
The Manager,	The Manager,
To,	To,

Dear Sir,

Sub: Submission of Notice of the 52" Annual General Meeting (AGM) along with the Annual report for the Financial Year ended 31" March.2021

Pursuant to Regulation 30 read with Part A (Para A) of Schedule III and Regulation 34(1)(a) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), we hereby enclose the Notice of the 52" Annual General Meeting of MSP Steel & Power Limited to be held on Friday, September 17, 2021 at 4.00 P.M. (1ST) through Video Conferencing or Other Audio Visual Means and the Annual Report of the Company for Financial Year ended March 31, 2021 respectively.

The web-link of the Notice along with the Annual Report for the Financial Year ended March 31, 2021 is being sent only through e-mails to the shareholders of the Company at their registered e-mail addresses and the same has also been uploaded on the website of the Company at https:/Iwww.mspsteel.com .

This is for your information and record.

Thanking you Yours faithfully, For MSP STEEL & POWER LIMITED For MSP STEEV:IMITED

~~ Secretary Compliance Officer

Shreya Kar Company Secretary & Compliance Officer Mem No: A41041 .

Encl.: As above

Corporate Office : 16/S, Block-A, New Alipore, Kolkata - 700 053. T 033 4005 7777. F 033 2398 2239 E [email protected] W www.mspsteel.com Works ViII & P.O. : Jamgaon, District : Raigarh, Chhattisgarh 496001. T 07762 264449/51/52/53 F 07762 264450

MSP STEEL & POWER LIMITED CIN: L27109WB1968PLC027399 Registered Office: 1, Crooked Lane, Kolkata - 700 069 Corporate Office: 16/S, Block-A, New Alipore, Kolkata - 700 053 Website: www.mspsteel.com;

Email Id: [email protected], Phone No.: 033-4005 7777, Fax: 033-33-2398 2239/033-4005 7738

NOTICE 52^nd ANNUAL GENERAL MEETING

To The Members. MSP Steel and Power Limited

Notice is hereby given that the 52^nd Annual General Meeting of MSP STEEL & POWER LIMITED will be held on Friday 17^th day of September 2021 at 4.00 p.m. through Video Conference (VC)/other Audio Visual Means (OAVM) organized by the Company to transact the following business.

ORDINARY BUSINESS:

To receive, consider and adopt the Audited Financial Statements of the Company (including Audited Standalone $\mathbf{1}$ & Consolidated Financial Statements) for the financial year ended March 31, 2021 and the Reports of the Board of Directors and Auditors thereon.
To appoint a Director, in place of Mr. Suresh Kumar Agrawal (DIN: 00587623) who retires by rotation in terms of $2.$ Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment as a Director of the Company.

SPECIAL BUSINESS:

$3₁$ Ratification of Remuneration of Cost Auditor

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

"RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications(s) or re-enactment thereof, for the time being in force), and as approved by the Board of Directors of the Company, remuneration of Rs. 25000/- (Rupees Twenty Five Thousand only) (Excluding applicable taxes) to

be paid to Mr. Sambhu Banerjee (Membership No. 9780), Cost Auditor of the Company to conduct the Cost Audit of the cost records of the Company for the financial year 2021-2022, as approved by the Board of Directors of the Company based on the recommendation of the Audit Committee subject to the ratification by the shareholders of the Company."

4. Re-appointment of Mr. Kapil Deo Pandey (DIN 07208719) as an Independent Director of the Company

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17, 17(1A) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), as amended from time to time, and pursuant to recommendation of Nomination & Remuneration Committee, Mr. Kapil Deo Pandey (DIN 07208719), who was appointed as an Independent Director and who holds office up to 20th September, 2021 and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation $16(1)(b)$ of the Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a "second term of four years commencing with effect from 21^st September, 2021 up to 20^th September, 2025.

Registered Office: 1, Crooked Lane Kolkata-700 069

Dated: 24^th August 2021

By Order of the Board MSP STEEL & POWER LTD

Shreya Kar Company Secretary & Compliance Officer Mem no.-A41041

NOTES:

$1.$ In view of the prevailing COVID-19 pandemic, the Ministry of Corporate Affairs (the "MCA") vide its General Circulars No. 14/2020, No. 17/2020, No. 20/2020 and 02/2021 dated April 8, 2020, April 13, 2020, May 5, 2020 and January 13, 2021 respectively (hereinafter, collectively referred as the "MCA Circulars") read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated May 12, 2020 and January 15, 2021 respectively, has allowed companies to conduct their Annual General Meetings through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM"), thereby, dispensing with the requirement of physical attendance of the members at their AGM and accordingly, the 52nd Annual General Meeting (the "AGM" or the "Meeting") of MSP STEEL & POWER LIMITED (the "Company") will be held through VC or OAVM in compliance with the said circulars and the relevant provisions of the Companies Act, 2013 (as amended) ("the Act") and Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ("the Listing Regulations").
$2.$ In compliance with applicable provisions of the Act read with aforesaid MCA circulars the 52nd Annual General Meeting of the company being conducted through Video Conferencing (VC) herein after called as "e-AGM".
1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations, 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-Voting 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 National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
1. In accordance with the provisions of the Act, the Listing Regulations, Secretarial Standard 2 on General Meeting issued by Institute of Companies Secretaries of India (ICSI) the proceeding of the AGM shall be deemed to be conducted at the Corporate office of the company which shall be the deemed venue of AGM.
1. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to Special Business to be transacted at the 52nd Annual General Meeting, is annexed hereto.
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of 6. ascertaining the quorum under Section 103 of the Act.
1. IN TERMS OF THE MCA CIRCULARS AND SEBI CIRCULAR NO. SEBI/HO/CFD/CMD1/CIR/P/2020/79 AND SEBI/HO/CFD/CMD2/CIR/P/2021/11 DATED MAY 12, 2020 AND JANUARY 15, 2021 RESPECTIVELY, since this AGM is being held through VC / OAVM, physical attendance 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 Attendance Slip are not annexed to this Notice. However, the Body Corporate are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.
1. Corporate members intending to attend/vote at AGM through VC / OAVM by their respective authorized representative(s) pursuant to section 113 of the Act are requested to send their authorisations/ resolutions/

power of attorney on requisite non - judicial stamp paper, to the Scrutinizer by e-mail on [email protected] / [email protected] with a copy marked to [email protected] and Ms. Shreya Kar at [email protected] authorizing their representatives to attend and vote on their behalf at the Annual General Meeting of the Company

1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at-least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
1. The Register of Members and Share Transfer Books of the Company shall not remain close as the Company is not declaring any Dividend for the F.Y 2020-2021.
1. All the documents referred in the accompanying notice will be available for inspection through electronic mode on all working days till the date of this Annual General Meeting.
1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contract or Arrangements in which Directors are interested maintained under Section 189 of the Act will be available for inspection by the members during the AGM. Shareholders who would like to inspect the above mentioned registers may send their request in advance latest by 10^th September 2021 at [email protected]
Since the AGM will be held through VC or OAVM, no Route Map is being provided with the Notice. 13.
1. Brief details of the directors, who are being re-appointed, are annexed hereto as per requirements of Regulation 36(3) of the Listing Regulations and as per provisions of the Act.

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE

In accordance with the MCA Circulars and the said SEBI Circular dated May 12, 2020 and January 15, 2021 and Pursuant to Sections 101 and 136 of the Companies Act, 2013 read with Rule 18(1) of the Companies (Management and Administration) Rules, 2014 the Notice along with the Annual Report of the Company for the financial year ended March 31, 2021, will be sent only through e-mail, to those Members whose e-mail addresses are registered with the Company or the Registrar and Share Transfer Agent (the "RTA"), i.e., M/s. K-Fin Technologies Private Limited or the Depository Participant(s). The Notice and the Annual Report for the financial year ended March 31, 2021 shall be available on the websites of the Company viz., www.mspsteel.com and of the Stock Exchanges where Equity Shares of the Company are listed i.e. BSE Limited (https://www.bseindia.com) and National Stock Exchange of India Limited (https://www.nseindia.com) The Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

16. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Tuesday, 14^th Day of September 2021 at 9:00 A.M. and ends on Thursday, 16^th Day of September, 2021 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 10^th Day of September 2021 may cast their vote electronically. A person who is not a member as on the cut-off date should treat this Notice for information purposes only. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 10^th Day of September 2021.

The Procedure for remote e-Voting using NSDL e-Voting is as under-

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

Step 1: Access to NSDL e-Voting system

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

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

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	Existing IDeAS user can visit the e-Services website of NSDL Viz. 1. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	If you are not registered for IDeAS e-Services, option to register is 2. available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/

IdeasDirectReg.jsp

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. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Shareholders/Members can also download NSDL Mobile App "NSDL 4. Speede" facility by scanning the QR code mentioned below for seamless voting experience.

Existing users who have opted for Easi / Easiest, they can login through Individual Shareholders $1.$ holding securities in demat their user id and password. Option will be made available to reach emode with CDSL Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home /login or www.cdslindia.com and click on New System Myeasi. $2.$ After successful login of Easi/Easiest the user will be also able to see the

E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
$3.$ If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/Easi Registration
1. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual Shareholders	You can also login using the login credentials of your demat account
(holding securities in demat	through your Depository Participant registered with NSDL/CDSL for e-
mode) login through their	Voting facility. upon logging in, you will be able to see e-Voting option.
depository participants	Click on e-Voting option, you will be redirected to NSDL/CDSL
	Depository site after successful authentication, wherein you can see e-
	Voting feature. Click on company name or e-Voting service provider i.e.
	NSDL and you will be redirected to e-Voting website of NSDL for casting
	your vote during the remote e-Voting period or joining virtual meeting &
	voting during the meeting.

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

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

Login type	Helpdesk details
Individual Shareholders	Members facing any technical issue in login can contact NSDL helpdesk by
holding securities in demat	sending a request at [email protected] or call at toll free no.: 1800 1020 990
mode with NSDL	and 1800 22 44 30
Individual Shareholders	Members facing any technical issue in login can contact CDSL helpdesk by
holding securities in demat	sending a request at [email protected] or contact at 022-
mode with CDSL	23058738 or 022-23058542-43

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

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

$1.$ Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/either on a Personal Computer or on a mobile.
$2.$ Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

$4.$ 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	8 Character DP ID followed by 8 Digit Client ID
shares in demat account with	For example if your DP ID is IN300 and Client ID is 12*** then your user
NSDL.	ID is IN30012****.
b) For Members who hold	16 Digit Beneficiary ID
shares in demat account with	For example if your Beneficiary ID is $12****$ then your user ID is
CDSL.	17**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

You password details are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
1. Now, you will have to click on "Login" button.
1. After you click on the "Login" button, Home page of e-Voting will open.

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

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

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
1. Select "EVEN" of company for which is 117143 to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
1. Now you are ready for e-Voting as the Voting page opens.
1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
1. Upon confirmation, the message "Vote cast successfully" will be displayed.
1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG 1. 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 [email protected] / [email protected] with a copy marked to [email protected].
Any person holding shares in physical form and non-individual shareholders, who acquires shares of the $2.$ Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date i.e.10^th September, 2021 may obtain the login ID and password by sending a request at [email protected] or [email protected] or [email protected] mentioning his or her folio no / DP ID and Client ID. 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 call on toll free no. 1800 1020 990 and 1800 22 44 30 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. 10^th September, 2021 may follow steps mentioned in the Notice of the AGM under Step 1: "Access to NSDL e-Voting system" (Above).
$3.$ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to to Mr. Amit Vishal, Senior Manager and /or Ms. Pallavi Mhatre, Manager at [email protected] / [email protected]
1. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
$1.$ In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] or [email protected] or to the RTA at [email protected].
$2.$ In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected] or [email protected] or to the RTA at [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
$3.$ Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing the details mentioned in point 1 & 2 above as the case may be.
1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

18. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote 1. e-voting.
$2.$ Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

19. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

$1.$ Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
$2.$ Members are encouraged to join the Meeting through Laptops for better experience.
$3.$ Further Members will be required to allow Camera and use Internet with a good speed to avoid any

disturbance during the meeting.

1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
1. Facility to join the meeting shall be opened thirty minutes before the scheduled time of the AGM and shall be kept open throughout the proceedings of the AGM.
1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the AGM.
1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at [email protected] latest by 5:00 p.m (IST) on Friday 10th Day of September, 2021.
1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at at [email protected] latest by5:00 p.m (IST) on Friday 10th Day of September, 2021. The same will be replied by the company suitably.
1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
1. When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/camera along with good internet speed.
1. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the AGM. Members who need assistance before or during the AGM, can contact Mr. Amit Vishal, Senior Manager, NSDL and / or Ms. Pallavi Mhatre, Manager, NSDL at [email protected] or call 1800 1020 990 / 1800 22 44 30.
1. Members holding shares in physical mode or whose e-mail addresses are not registered, may cast their votes through e-Voting system, after registering their e-mail addresses by sending the following documents to the Company at [email protected] or to the RTA at [email protected]

(i) Scanned copy of a signed request letter, mentioning the name, folio number/demat account details and number of shares held and complete postal address;

(ii) Self-attested scanned copy of PAN Card; and

(iii) Self-attested scanned copy of any document (such as AADHAAR card/latest Electricity Bill/latest Telephone Bill/Driving License/Passport/Voter ID Card/Bank Passbook particulars) in support of the postal address of the Member as registered against their shareholding. Members, who hold shares in physical mode and already having valid e-mail addresses registered with the Company/the RTA, need not take any further action in this regard.

Transfer of Unclaimed Dividend Amounts to the Investor Education and Protection Fund (IEPF) 21.

a. Pursuant to the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") dividends that are unpaid or unclaimed for a period of seven years from the date of their transfer are required to be transferred by the Company to the IEPF, administered by the Central Government. Further, according to the said IEPF Rules, shares in respect of which dividend has not been claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

b. The Company has transferred the Unclaimed final dividends for the financial year 2010-2011 and 2011-2012 amounting to Rs 1,25,196 and Rs 86,923 respectively to IEPF.

c. The dividend amount and shares transferred to the IEPF can be claimed by the concerned members from the IEPF Authority after complying with the procedure prescribed under the IEPF Rules. The details of the Unclaimed dividend are also available on the website at www.mspsteel.com and the said details have also been uploaded on the website of the IEPF Authority.

Other Information:

(i) 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 "e-voting" for all those members who are present at the AGM but have not cast their votes by availing the e-voting facility.

(ii) Pursuant to the provision of Sec 108 of the Act, the Company has appointed CS Swati Bajaj, Practicing Company Secretary from Bajaj Todi & Associates (ACS: 13216/CP no: 3502) to act as the Scrutinizer, to scrutinize the e-voting process as well as voting by member (who have not casted their vote through remote e-voting) participating at the AGM through VC or OAVM as on the date of the AGM in a fair and transparent manner, who have communicated their willingness to be appointed.

(iii) The Scrutinizer shall after the conclusion of voting at the general meeting, unblock the votes cast through evoting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two working days of the conclusion of the 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.

(iv) The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company at www.mspsteel.com, the e-Voting website of NSDL- www.evoting.nsdl.com and on the notice board of the Company's registered office 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 the BSE Limited and National Stock Exchange of India Limited where shares of the Company are Listed.

(v) Subject to receipt of requisite number of voter, the resolution proposed in the Notice shall be deemed to be paved on the date of the Meeting itself i.e. 17^th September, 2021

Registered Office: 1, Crooked Lane Kolkata-700 069

By Order of the Board MSP STEEL & POWER LTD

Shreya Kar Company Secretary & Compliance Officer Mem no.-A41041

Dated: 24^th August 2021

EXPLANATORY STATEMENT

As required under Section 102 of the Companies Act, 2013 ("Act"), the following explanatory statement sets out all material facts relating to business mentioned under Item Nos. 3 to 4 of the accompanying Notice dated 24th August 2021

Item No. 3

The Board of Directors of the Company based on the recommendation of the Audit Committee at its meeting held on 11^th June 2021 has considered and approved the appointment Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) as Cost Auditor of the Company to carry on the Cost Audit of the Company for the financial year ending 2021-2022 on a yearly remuneration of Rs. 25,000/- (excluding applicable taxes) subject to the ratification by the shareholders of the Company.

Pursuant to Section 148(3) and all other applicable provisions, of the Companies Act, 2013 ("the Act") and the Rules made there under the remuneration paid to the Cost Auditor needs to be ratified by the shareholders of the Company. Accordingly members consent by means of an Ordinary Resolution is sought for the resolution set out in Item No. 3 of the Notice.

None of the Directors and/or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item 3.

Your Director recommends the resolution as at Item no 3 for your approval.

Item No.4

Based on recommendation of Nomination and Remuneration Committee, the Board of Directors proposes the reappointment of Mr. Kapil Deo Pandey (DIN 07208719) as an Independent Director, for a second term of four years from 21st September, 2021 up to 20^th September, 2025, not liable to retire by rotation. Mr. Kapil Deo Pandey was appointed as Independent Director at the Forty Sixth Annual General Meeting ("AGM") of the Company and holds office up to 20" September, 2021. The Company has, in terms of Section 160(1) of the Act received in writing a notice from a Member, proposing his candidature for the office of Director. The Board, based on the performance evaluation and recommendation of Nomination and Remuneration Committee, considers that given his background, experience and contribution, the continued association of Mr. Kapil Deo Pandey would be beneficial to the Company and it is desirable to continue to avail his services as an Independent Director.

In accordance with Regulation 17(1A) of the Listing Regulations, consent of the shareholders by way of special resolution shall be required for continuation of directorship of Non-Executive Directors of the Company who has attained the age of 75 (seventy five) years. Mr. Kapil Deo Pandey has already attained the prescribed age limit.

As per the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors in their respective meetings held on11th June 2021, subject to approval of Members at this Annual General Meeting and pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015, ('the Listing Regulation") (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on his skills, rich experience, knowledge, contributions, continued valuable guidance to the management made by him during his tenure and outcome of performance evaluation of the Independent Directors, the approval of the Members of the Company be and is hereby accorded for re-appointment of Mr. Kapil Deo Pandey as an Independent Non-Executive Director of the Company for the second term of 4 (four) years w.e.f. 21st September, 2021 up to 20^th September, 2025 and he shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

The Company has received a declaration from him to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

In the opinion of the Board, he fulfills the conditions specified in the Act and the Listing Regulations for appointment as an Independent Director and is independent of the management of the Company. The terms and conditions of his appointment shall be open for inspection by the Members at the Registered Office of the Company during the normal business hours on any working day (except Saturday) and will also be kept open at the venue of the AGM till the conclusion of the AGM.

Mr Kapil Deo Pandey, is a Metallurgical Engineering graduated from Banaras Hindu University in the year 1960. He is having more than 50 years of experience in extraction and other related metal production and extraction process.

Further Details and current Directorships of Mr Kapil Deo Pandey are provided in the Annexure to this Notice.

In compliance with the provisions of Section 149, read with Schedule IV of the Act and Regulation 17 and 17(1A) of the Listing Regulations and other applicable Regulations, the appointments of Mr Kapil Deo Pandey as Independent Director are now being placed before the Members for their approval.

None of the Directors and/or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item 4.

Your Director recommends the resolution as at Item no 4 for your approval.

Registered Office: 1, Crooked Lane Kolkata-700 069

By Order of the Board MSP STEEL & POWER LTD

Dated: 24^th August 2021

Shreya Kar Company Secretary & Compliance Officer Mem no.-A41041

ANNEXURE TO THE EXPLANATORY STATEMENT

PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SS-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI) DETAILS OF DIRECTOR SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING HAVE BEEN PROVIDED IN THE TABLE BELOW:-

Particural	Item no. 2	Item no. 3
Name of the Director	Mr. Suresh Kumar Agrawal	Mr. Kapil Deo Pandey
DIN	00587623	07208719
Date of birth	10-12-1953	30-06-1938
Age	67 years	83 years
Nationality	Indian	Indian
Date of Appointment on Board	10-08-2004	17-06-2015
Shareholding in the Company *	1,41,000	nil
Qualification	Mechanical Engineer	Metallurgical Engineer
Expertise in specific functional area	Having a long term experience in Business and Industry for the last 27 years. He is looking after the projects, projection and technical matters.	More than 50 years of experience in extraction and other related metal production process
Relationship with other Director & KMP	Father of Mr Saket Agrawal, Managing Director	nil
No. of Board Meetings attended during F.Y 2020-2021 **	11	10
Terms of appointment / re- appointment	Proposed to be appointed as Non- Executive Director on remuneration approved by the Board and as agreed. Provided that such appointment shall be liable to retire by rotation	Proposed for Re-appointment as Independent non-executive director for second term of four years. Provided that such appointment shall not be liable to retire by rotation
Chairperson/Membership of Committee in other Company (Excluding MSP Steel & Power Ltd)	Nil	Chairman of Audit Committee - MSP Metallics Limited Member of Audit Committee - MSP Sponge Iron Limited
Remuneration Details (including sitting fees & commission)	Please refer to the ' Report on Corporate Governance which is a part of this Annual Report'	Please refer to the ' Report on Corporate Governance which is a part of this Annual Report'
List of Directorship held in other companies (Excluding MSP Steel & Power Ltd)	MSP Cement Limited Howrah Gases Limited Jaik Leasing And Commercial Investment Limited MSP Sponge Iron Limited	MSP Sponge Iron Limited MSP Metallics Ltd

*Does not include the shares held by Suresh Kumar Agrawal HUF

** Board Meetings for the financial year 2020-2021 were conducted through Video Conferencing / Physicial Mode None of the above Directors are disqualified and/or debarred by virtue of any order passed by SEBI, MCA, any court or any other Statutory Authority, to be appointed/re-appointed/continue as a Director of the Company.

Registered Office:

1, Crooked Lane Kolkata-700 069

By Order of the Board MSP STEEL & POWER LTD

Dated: 24^th August 2021

Shreya Kar Company Secretary & Compliance Officer Mem no.-A41041

AI assistant

MSP STEEL & POWER LTD. AGM Information 2021

62151_rns_2021-08-26_16098c12-eef5-4ec7-b617-7450fdb78045.pdf

Sub: Submission of Notice of the 52" Annual General Meeting (AGM) along with the Annual report for the Financial Year ended 31" March.2021

NOTICE 52^nd ANNUAL GENERAL MEETING

To The Members. MSP Steel and Power Limited

ORDINARY BUSINESS: