NOTICE TO SHAREHOLDERS

Notice is hereby given that the Thirty Seventh Annual General Meeting of the Members of Nelcast Limited will be held on Thursday, the 1st August 2019 at 11.00 AM at P.V.R.Kalyanamandapam, Near R.T.C. Bus Stand, Gudur - 524 101, Andhra Pradesh to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended 31st March 2019, together with the Reports of the Board of Directors and Auditors thereon.
2. To declare a Dividend for the financial year 2018-19.
3. To appoint a Director in the place of Mr. P. Deepak (holding DIN: 02785326), who retires by rotation and being eligible offers himself for re-appointment.

SPECIAL BUSINESS:

4. Re-appointment of Mr. D. Sesha Reddy as an Independent Director of the Company for the second term of 5 (five) consecutive years

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, Mr. D. Sesha Reddy (DIN 00520448), Independent Director of the Company, who holds office up to 5th August 2019, and being eligible for reappointment and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of the Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for the second term of 5 (five) consecutive years with effect from 6th August 2019 to 5th August 2024."

5. Re-appointment of Mr. R. Mohan Reddy as an Independent Director of the Company for the second term of 5 (five) consecutive years

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

2015, including Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, Mr. R. Mohan Reddy (DIN 00841038), Independent Director of the Company, who holds office up to 5th August 2019, and being eligible for reappointment and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of the Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for the second term of 5 (five) consecutive years with effect from 6th August 2019 to 5th August 2024.

6. Re-appointment of Mr. A. Balasubramanian as an Independent Director of the Company for the second term of 5 (five) consecutive years

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, Mr. A. Balasubramanian (DIN 00490921), Independent Director of the Company, who holds office up to 5th August 2019, and being eligible for reappointment and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of the Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for the second term of 5 (five) consecutive years with effect from 6th August 2019 to 5th August 2024.

7. 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 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), payment of remuneration of ` 1,50,000/- (Rupees One Lakh Fifty Thousand Only) (apart from re imbursement of out-of-pocket expenses if any) to M/s. Jayaram & Associates, Cost Auditors for conducting the cost audit of the Company for the financial year ending 31st March 2020, be and is hereby approved and ratified."

8. Further Issue of Securities

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

"RESOLVED THAT in supersession of the shareholders' resolution dated 13th August 2018 and pursuant to the provisions of Section 23, Section 42, Section 62(1)(c), Section 71 and other applicable provisions of the Companies Act, 2013, Companies (Prospectus and AllotmentofSecurities)Rules,2014,theCompanies (ShareCapitalandDebentures)Rules,2014, and other applicable provisions, if any (including any amendments, statutory modification(s) and / or reenactment thereof for the time being in force), provisions of the memorandum of association and articles of association of the Company, all other applicable laws, rules and regulations, the Foreign Exchange ManagementAct, 1999, including any amendments, statutory modification(s) and / or re-enactment thereof, the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, including any amendments, statutory modification(s) and / or re-enactment thereof, regulations for qualified institutions placement contained in Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), and such other statutes, clarifications, the rules, regulations, circulars, notifications, guidelines, if any, as may be applicable, as amended from time to time issued by the Government of India ("Government of India"), the Ministry of Corporate Affairs ("MCA"), the Reserve Bank of India ("RBI"), BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE") and together with BSE, the "Stock Exchanges") where the equity shares of the Company of face value INR [2] ("Equity Shares") are listed, the Securities and Exchange Board of India ("SEBI") including the SEBI ICDR Regulations, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), and any other appropriate authority under any other applicable laws as may be applicable, and in accordance with the provisions of the memorandum of association and articles of association of the Company and / or stipulated in the SEBI Listing Regulations and subject to all other approval(s), consent(s), permission(s) and / or sanction(s) as may be required from various regulatory and statutory authorities, including the Government of India, the RBI, SEBI and the Stock Exchanges (hereinafter referred to as "Appropriate Authorities") as may be required, and subject to such terms, conditions and modifications as may be prescribed by any of the Appropriate Authorities while granting any such approval, which may be accepted by the board of directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to mean and include any duly constituted committee thereof for the time being exercising the powers conferred by the Board), the approval of the shareholders of the Company be and is hereby accorded to create, issue, offer and allot (including with provisions for reservation on

firm and / or competitive basis, of such part of issue and for such categories of persons as may be permitted) such number of Securities (as defined hereinafter), for cash, in one or more tranches, with or without green shoe option, whether Rupee denominated or denominated in foreign currency, for an aggregate amount up to INR 150 Crores (Rupees One hundred and Fifty Crores only) by way of one or more public and / or private offerings, and / or on preferential allotment basis including qualified institutions placement ("QIP") to qualified institutional buyers as defined in the SEBI ICDR Regulations, by way of an issue of Equity Shares or by way of an issue of any instrument or security including fully / partially convertible debentures or by way of a composite issue of non-convertible debentures and warrants entitling the warrant holder(s) to apply for Equity Shares, global depository receipts, American depository receipts, foreign currency convertible bonds or any other eligible securities (instruments listed above collectively with the Equity Shares to be hereinafter referred to as the "Securities") or any combination of Securities with or without premium, to be subscribed to in Indian and / or any foreign currencies by all eligible investors, including, resident or non-resident / foreign portfolio investors (whether instructions and / or incorporated bodies and / or trusts or otherwise) / foreign portfolio investors / mutual funds / pension funds / venture capital funds / banks / alternate investment funds / India and / or multilateral financial institutions, insurance companies and any other category of persons or entities who are authorised to invest in the Securities of the Company as per extant regulations / guidelines or any combination of the above as may be deemed appropriate by the Board in its absolute discretion and, whether or not such investors are members of the Company (collectively called "Investors"), to all or any of them, jointly or severally through an offer / placement document and / or other letter or circular and on private placement basis, on such terms and conditions considering the prevailing market conditions and other relevant factors wherever necessary, including securities premium, or its equivalent amount in such foreign currencies as may be necessary, including securities premium, or its equivalent amount in such foreign currencies as may be necessary inclusive of any premium and green shoe option attached thereto, in one or more tranche or tranches, at such price or prices (whether at prevailing market price(s) or at permissible discount or premium to market price(s) in terms of applicable regulations), and on such terms and conditions as the Board may determine in consultation with the book running lead managers, with authority to retain over subscription up to such percentage as may be permitted by the Appropriate Authorities, including the discretion to determine the categories of Investors, considering the prevailing market conditions and other relevant factors wherever necessary, to whom the offer, issue and allotment of Securities shall be made to the exclusion of others, in such manner, including allotment to stabilizing agent in terms of green shoe option, if any, exercised by the Company, and where necessary in consultation with the book running lead managers and / or underwriters and / or stabilizing agent and / or

other advisors or otherwise on such terms and conditions, including issue of Securities as fully or partly paid, making of calls and manner of appropriation of application money or call money, in respect of different class(es) of investor(s) and / or in respect of different Securities, deciding of other terms and conditions like number of securities to be issued, face value, number of Equity Shares to be allotted on conversion / redemption / extinguishment of debt(s), rights attached to the warrants, period of conversion, fixing of record date or book closure terms if any, as the Board may in its absolute discretion decide, in each case subject to applicable law."

"RESOLVED FURTHER THAT in case of issue and allotment of Securities by way of QIP in terms of Chapter VI of the SEBI ICDR Regulations (hereinafter referred to as the "Eligible Securities", within the meaning rendered to such term under Regulation 171(a) of the SEBI ICDR Regulations:

1. The allotment of the Eligible Securities, or any combination of the Eligible Securities as may be decided by the Board, shall be completed within 365 days from the date of resolution passed by the shareholders of the Company, or such other time as may be permitted under the SEBI ICDR Regulations.
1. The Equity Shares shall rank pari passu in all respects, including in respect of entitlement to dividend with the existing Equity Shares, as may be provided under the terms of the issue, and in accordance with the provisions of the placement document(s).
1. In the event where Equity Shares are issued, the "relevant date" for the purpose of pricing of the Equity Shares to be issued shall be the date of the meeting in which the Board or the committee thereof decides to open the proposed issue of Equity Shares, subsequent to the receipt of the approval of the shareholders of the Company in accordance with the provisions of the Companies Act, 2013, and such other applicable laws, rules, regulations, and guidelines in relation to the proposed issue of the Equity Shares. If the Eligible Securities issued are eligible convertible securities, the relevant date for the purpose of pricing of the convertible securities to be issued shall be either the date of the meeting which the Board or the committee thereof decides to open the proposed issue, or the date on which the holders of such eligible convertible securities entitled to apply for Equity Shares, as may be determined by the Board.
1. Any issue of Eligible Securities made by way of a QIP shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations ("QIP Floor Price"). The Board may, however, at its absolute discretion; issue Equity Shares at a discount of not more than 5% on the QIP Floor Price, or such other discount as may be permitted under applicable regulations.
1. The Equity Shares shall not be eligible to be sold for a period of one year from the date of allotment, except on a recognised stock exchange, or except as may be permitted under the SEBI ICDR Regulations from time to time.

The tenure of the convertible or exchangeable eligible securities issued through the QIP shall not exceed sixty months from the date of allotment.

"RESOLVED FURTHERTHATwithout prejudice to the generality of the above, theSecurities may have such features and attributes, or any terms or combination of terms in accordance with international practices to provide for the tradability and free transferability thereof, as per prevailing practices and regulations in the capital markets. These include, but are not limited to the terms and conditions in relation to payment of dividend, issue of additional Equity Shares, variation of the conversion price of the Securities or period of conversion of Securities into Equity Shares during the duration of the Securities. The Board be and is hereby authorised, in its absolute discretion, in such manner as it may deem fit, to disposeoff such Securities that are not subscribed."

"RESOLVED FURTHER THAT the Equity Shares that may be issued by the Company in the proposed QIP shall rank pari passu with the existing Equity Shares of the Company in all respects."

"RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue, or allotment of Equity Shares or Securities or instruments representing the same, as described above, the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, the determination of the nature of the issuance, terms and conditions for the issuance of Securities including the number of Securities that may be offered in domestic and international markets and proportion thereof, issue price and discounts permitted under applicable law, premium amount on issue / conversion of the Securities, if any, rate of interest, timing for issuance of such Securities and shall be entitled to vary, modify or alter any of the terms and conditions as it may deem expedient, entering into and executing arrangements for managing, underwriting, marketing, listing, trading and entering into and executing arrangements with merchant bankers, lead managers, legal advisors, depository, custodian, registrar, stabilizing agent, paying and conversion agent, trustee, escrow agent and executing other agreements, including any amendments or supplements thereto, as necessary or appropriate and to finalize, approve and issue any document(s) or agreements including but not limited to the placement document and filing such documents (in draft or final form) with any Indian or foreign regulatory authority or stock exchanges and sign all deeds, documents and writing and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and take all steps which are incidental and ancillary in this connection, including in relation to utilization of the issue proceeds, as it may in its absolute discretion deem fit without being required to seek further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of its powers herein conferred by this resolution to any Committee of Directors, or subject to applicable law to the Director or any one or more executives of the Company to give effect to the above resolution."

"RESOLVED FURTHER THAT any one of the Directors and/or Company Secretary of the Company jointly or severally is hereby authorised to take such steps and do all such acts, deeds on behalf of the Company and make such filings with the regulatory authorities including Registrar of Companies and things as is considered necessary, expedient, usual, proper or incidental in relation to the said matter and take such actions and give such directions as they may consider necessary or desirable to give effect to this resolution."

By Order of the Board

Place: Chennai Date : 27th May 2019

Registered Office

No. 34, Industrial Estate, Gudur, Andhra Pradesh - 524 101. CIN: L27109AP1982PLC003518

S.K. Sivakumar Group - Chief Financial Officer & Company Secretary

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY(S) NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY.
2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.
3. The dividend of ` 1.00 per share has been recommended by the Board of Directors for the year ended 31st March 2019, which is subject to the approval of the shareholders at the ensuing Annual General Meeting.
4. Members are requested to bring their Attendance Slip along with their copy of Annual Report to the Meeting.
5. The Company has notified closure of Register of Members and Share Transfer Books from 27th July 2019 to 1st August 2019 (both days inclusive).
6. The proxy form duly completed should be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the meeting.
7. The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated 7th May 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting, held on 3rd August 2017.
8. Electronic copy of the Annual Report and the Notice of the Annual General Meeting of the Company inter alia indicating the process and manner of e-Voting along with Attendance Slip and Proxy Form are being sent to all the members whose email IDs are registered with the Company / Depository Participants(s) for communication purposes, unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the above documents are being sent in the permitted mode.
9. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members.
10. Pursuant toSEBI notification dated 8th June 2018, transfer of shares in physical mode is prohibited and mandates holding in demat except in case of transmission or transposition. Accordingly, Members are requested to convert the physical holding to demat through depository participant. Members may contact the Company for any assistance in the said process of physical to demat of shares.

11. Members are requested to update their preferred e-mail ids with the Depository Participants / Company's Registrar and Transfer Agents, which will be used for the purpose of sending the official documents through e-mail in future. The RTA address is given below:

M/s. Bigshare Services Pvt. Ltd. 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400059 Ph: 022-62638200 Fax: 022-62638299 E-mail: [email protected]

12. CorporateMembers /FIIs /FinancialInstitutions intendingtosendtheirauthorisedrepresentatives to attend the Annual General Meeting are requested to send a duly certified copy of the Board Resolution / such other documents authorising their representatives to attend and vote at the Annual General Meeting well in advance.
13. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.
14. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the Members at the Annual General Meeting.
15. Relevant documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company on all working days, except Sundays, between 11 AM and 1 PM up to the date of the Meeting.
16. Pursuant to the provisions of Section 124 read with Section 125 of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof for the time being in force) the amount of dividend remaining unpaid for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF) constituted by the Central Government. Members who have not encashed their dividend are requested to contact the Company's Registrar and Share Transfer Agent for payment in respect of the unclaimed dividend. The amount so transferred cannot be claimed from the Company. Shares on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF as per Section 124 of the Companies Act, 2013 and the applicable rules.
17. Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, the Company is providing/hosting the required details of unclaimed amount / shares referred to under Sec 124 of the Companies Act, 2013 on its website and also on the website of the Ministry of Corporate Affairs(MCA) viz., www.iepf.gov.in
18. Members may also note that the Notice of the 37th Annual General Meeting and the Annual Report for 2018-19 will also be available on the Company's website www.nelcast.com for their download. The physical copies of the aforesaid documents will also be available at the Company's Registered Office for inspection during normal business hours on working days.

19. Re-Appointment of Directors:

At the forthcoming Annual General Meeting, Mr. P. Deepak, Director retires by rotation and being eligible offers himself for re-appointment, information or details pertaining to his appointment are furnished.

Details of Director seeking Re-Appointment at the Annual General Meeting (Pursuant to Regulation 36(3) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015)

Mr. P. Deepak aged about 34 years, holds a MBA from the Kellogg School of Management, a MS in Engineering Management, a BS in Manufacturing and Design Engineering and a BS in Materials Science and Engineering from Northwestern University, USA. Mr. P. Deepak has over 11 years of industrial experience in different areas including work experience at M/s. Federal-Mogul Corp., USA as a Manufacturing Engineer, M/s. Nelcast USA Inc. as a Manager - Strategy & Planning and M/s. Deere & Company as a Project Manager. He has been the Managing Director of Nelcast Limited since 2012. He also serves as the Chairman of Corporate Social Responsibility Committee of the Company.

Mr. P. Deepak holds 48855566 shares in the Company.

Details of other Directorships/Committee Memberships held by her:

Directorship	CommitteeMembership
NC Energy Limited	-
PonnasInfrastructurePrivateLimited	-

20. Voting through electronic means:

l In compliance with provisions of Section 108 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company is pleased to offer e-Voting facility to all the Shareholders of the Company. For this purpose, the Company has entered into an agreement with National Securities Depository Limited ('NSDL') for facilitating e-Voting to enable the Shareholders to cast their votes electronically.
l Mr. P. R. Lakshmi Narayanan, Practising Company Secretary, Chennai has been appointed as the Scrutinizer for conducting the e-Voting Process / Ballot Process in a fair and transparent manner.

The procedure to login to e-Voting website consists of two steps as detailed hereunder:

Step 1: Log-in to NSDL e-Voting system

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com
1. Once the home page of e-Voting system is launched, click on the icon Login which is available under Shareholder section.

1. Anew screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. cast your vote electronically.
1. Your User ID details will be as per details given below:
a) For Members who hold shares in demat account with NSDL: 8 Character DP ID followed by 8 Digit Client ID (For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******).
b) For Members who hold shares in demat account with CDSL: 16 Digit Beneficiary ID (For example if yourBeneficiary ID is 12**************then your userID is 12**************).
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 110453 then user ID is 110453001***).
1. Your password details are given below:
a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the initial password which was communicated to you. Once you retrieve your initial password, you need 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, your initial password is communicated to you on your postal address.
1. If you are unable to retrieve or have not received the Initial password or have forgotten your password:
a. Click on Forgot User Details/Password? (If you are holding shares in your demat account with NSDL or CDSL) option available on https://www.evoting.nsdl.com
b. Physical User Reset Password? (If you are holding shares in physical mode) option available on https://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.
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 on NSDL e-Voting system.

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
1. After click on Active Voting Cycles, you will be able to see all the companies EVEN in which you are holding shares and whose voting cycle is in active status.
1. Select EVEN of the Company.
- 1. Now you are ready for e-Voting as the Voting page opens.
1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on Submit and also Confirm when prompted.
1. Upon confirmation, the message Vote cast successfully will be displayed.
1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail [email protected] with a copy marked to [email protected]
1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the Forgot User Details/Password? or Physical User Reset Password? option available on https://www.evoting.nsdl.com to reset the password.

In case of Shareholders' receiving the physical copy of the Notice of AGM:

i. Initial password is provided as below at the bottom of the Postal Ballot Form.

EVEN	USERID	PASSWORD/PIN

ii. Please follow all steps as mentioned in the e-voting process.
A. In case of any queries with respect to e-Voting, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the Download section of https://www.evoting.nsdl.com

B. If you are already registered with NSDL for e-Voting then you can use your existing User ID and Password / PIN for casting your vote.
C. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s). Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc from the Company electronically.
D. The e-Voting period for e-Voting module commences on 28th July 2019 @ 9.00 AM and ends on 31st July 2019 @ 5.00 PM. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on cut-off date (record date) of 25th July 2019, may cast their vote electronically. The e-Voting module shall be disabled by NSDL for voting thereafter. Once, the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
E. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of 25th July 2019.
F. Member who has already exercised their voting through Remote e-Voting can attend the Annual General Meeting but cannot vote again.
G. Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e., 25th July 2019, may obtain the login ID and password by sending a request at [email protected] or Issuer/RTA. 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" option available on https://www.evoting.nsdl.com or contact NSDL at the following Toll Free no.: 1800-222-990.
H. The Scrutinizer shall, immediately after the conclusion of voting at the Annual General Meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-Voting in the presence of at least two witnesses not in the employment of the Company and make a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.
I. The Results declared along with the Scrutinizer's Report shall be placed on the Company's Website www.nelcast.com and on the website of NSDL within 2 days of passing of the Resolutions at the 37th AGM of the company and communicated to the stock exchanges where the shares of the Company are listed.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Pursuant to Section 102 of the Companies Act, 2013 ('the Act'), the following Explanatory Statement sets out all material facts relating to the Special Business mentioned in the Notice.

Item No. 4 to 6:

Mr. D. Sesha Reddy (DIN 00520448), Mr. R. Mohan Reddy, (DIN 00841038) and Mr.A. Balasubramanian (DIN 00490921) were appointed as Independent Directors of the Company in the Annual General Meeting of the Company held on 6th August 2014 for a period of five years and they hold office up to 5th August 2019 ("first term").

It is proposed to re-appoint them as Independent Directors, not liable to retire by rotation, for the second term of 5 (five) consecutive years with effect from 6th August 2019. As per Section 149 of the Companies Act, 2013 (the Act 2013) such re-appointment requires the approval of the shareholders by way of Special Resolution.

Nomination and Remuneration Committee and Board of Directors have recommended the reappointment. Both the Nomination & Remuneration Committee and the Board were of the opinion that, after evaluating their performance, appropriate mix of skills, experience, competency and other attributes, that their continued association would be of immense benefit to the Company and it is desirable to continue to avail their services as Independent Directors.

All these Independent Directors fulfill the terms and conditions specified under the Companies Act, 2013 and rules made thereunderfortheir appointment as Independent Directors.They meet the criteria of independence as prescribed both under Section 149(6) of the Act and under Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015).

The members' approval sought by way of Special Resolution will also be considered as approval in terms of Regulation 17 of SEBI (LODR) Regulations, 2015, duly amended vide Notification No. SEBI/ LAD-NRO/GN/2018/10 dated 9th May 2018 for the re-appointment of those Independent Directors who crossed the age of 75 years or who are crossing 75 years of age during their second term.

A brief profile of all Independent Directors, who are proposed to be re-appointed for second term of five years in terms of the applicable provisions of theAct, nature of their expertise in specific functional areas, their other directorships and committee memberships, their shareholding and relationship with other directors in the Company are appended to the notice annexed hereto.

Copy of draft letter of appointment of the Independent Directors setting out the terms and conditions of appointment is available for inspection by the members at the registered office of the Company.

Notices have been received from members of the Company under Section 160 of the CompaniesAct, 2013, signifying their intention to propose the candidatures of the aforesaid Independent Directors and to move the resolutions as set out in Item Nos. 4 to 6 of this notice.

This Explanatory Statement together with the accompanying Notice may also be regarded as a disclosure under Listing Obligation with the Stock Exchange.

The board therefore recommends the Special Resolutions as set out at Item Nos. 4 to 6 of the Notice for approval by the shareholders of the Company.

Memorandum of Interest:

Except Mr. D. Sesha Reddy, Mr. R. Mohan Reddy and Mr. A. Balasubramanian, directors, being appointees, none of the other directors or key managerial personnel of the Company or their relatives is concerned or interested, in their respective resolutions for appointment as set out in Item Nos. 4 to 6 of this notice.

In terms of Regulation 36(3) of SEBI (LODR) Regulations, 2015 read with Secretarial Standards on General Meeting brief profile of the Directors, nature of their expertise in specific functional areas, other directorships and committee memberships, their shareholding and relationship with other Directors of the Company are given below:

1. Mr. D. Sesha Reddy (DIN 00520448)

Mr. D. Sesha Reddy is a Non-Executive Independent Director of the Company. He is the Chairman of theStakeholders Grievance Committee and member ofAudit Committee, Nomination& Remuneration Committee and Corporate Social Responsibility Committee. He holds "NIL" shares in the Company and is not related to any director or Key Managerial Personnel of the Company. A brief profile of Mr. D. Sesha Reddy is given below:

Mr. D. Sesha Reddy aged about 78 years is a Non-Executive Independent Director of the Company. An arts graduate and one of the leading industrialists in Nellore and has wide experience in Industrial field.

Directorship	CommitteeMembership
Dodla Dairy Limited	Audit Committee
Dodla Enterprises Private Limited	Nil
Reddy Builders Private Limited	Nil

Details of other Directorships/Committee Memberships held by him:

2. Mr. R. Mohan Reddy (DIN 00841038)

Mr. R. Mohan Reddy is a Non-Executive Independent Director of the Company. He is the Chairman of the Nomination & Remuneration Committee and member of the Audit Committee and Stakeholders Grievance Committee. He holds "NIL" shares in the Company and is not related to any director or Key Managerial Personnel of the Company. A brief profile of Mr. R. Mohan Reddy is given below:

Mr. R. Mohan Reddy, aged about 79 years, holds a bachelor degree in Engineering and has completed his Masters in Business Management from Osmania University. He was a General Manager inAndhra Pradesh Industrial Development Corporation, in charge of project appraisals, revival of sick units, monitoring assisted units etc.; He was also the Managing Director of Hyderabad Allwyn Limited.

Details of other Directorships/Committee Memberships held by him:

Directorship	CommitteeMembership
Lokesh Machines Limited	Audit Committee
	Nomination&RemunerationCommittee
	Stakeholders Grievance Committee
M.L.R. Motors Limited	Nil
NC Energy Limited	Audit Committee
	Nomination&RemunerationCommittee

3. Mr. A. Balasubramanian (DIN 00490921)

Mr. A. Balasubramanian is a Non-Executive Independent Director of the Company. He is the Chairman of the Audit Committee and member of the Nomination & Remuneration Committee. He holds "NIL" shares in the Company and is not related to any director or Key Managerial Personnel of the Company. A brief profile of Mr. A. Balasubramanian is given below:

Mr.A. Balasubramanian, aged about 70 years, holds a Bachelor degree in Science and is a Chartered Accountant. He has about 43 years of experience in the areas of Banking, Finance and Management. He worked in Punjab National Bank for about 30 years at various capacities and retired as Chief General Manager. Earlier to that he worked in Tata Group of Companies for about 4 years.

DetailsofotherDirectorships/Committee	Memberships	heldbyhim:
---------------------------------------------------	-------------	--------------------

Directorship	CommitteeMembership
ButterflyGandhimathiAppliancesLimited	Audit Committee
	Nomination&RemunerationCommittee

Item No. 7

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors amounting to ` 1,50,000/- per annum, to conduct the audit of the cost records of the Company for the financial year ending 31st March 2020.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditors has to be ratified by the Shareholders of the Company and hence the Resolution.

The Board of Directors recommends the ordinary resolution for your approval as set out under Item No. 7.

None of the Directors and Key Managerial Personnel of the Company or their relatives is in any way concerned or interested in this resolution.

Item No. 8:

Pursuant to Sections 23, 42, 62(1)(c) and 71 of the Companies Act, 2013, Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, (including any amendments, statutory modification(s) and/ or re-enactment thereof for the time being in force), SEBI ICDR Regulations and the SEBI Listing Regulations, and any other law for the time being in force, approval of members is required to be obtained by a special resolution for making any further issue of Equity Shares or Securities to any person(s) other than the existing members of the Company.

The special resolution contained at Item No. 8 of the Notice relates to a resolution by the Company enabling the Board to create, issue, offer and allot Equity Shares, global depository receipts,American depository receipts, foreign currency convertible bonds, or such other eligible securities, including by way of a qualified institutions placement as defined under the SEBI ICDR Regulations as stated in the resolution (the "Securities", and such creation, issuance, offer and allotment of the Securities,

the "Issue"), to be subscribed by all eligible investors, including, foreign portfolio investors, who are authorised to invest in the Securities of the Company as per extant rules/ regulations / guidelines or any combination of the above as may be deemed appropriate by the Board in its absolute discretion and, whether or not such investors are members of the Company (collectively called "Investors") in accordance with Chapter VI of the SEBI ICDR Regulations in one or more tranches, at such price, at a discount or premium to market price or prices in such manner and on such terms and conditions including security, rate of interest, etc. as may be deemed appropriate by the Board/ Committee and on such terms and conditions as may be deemed appropriate by the Board at its absolute discretion including the discretion to determine the categories of Investors to whom the issue, offer, and allotment shall be made considering the prevalent market conditions and other factors and wherever necessary, in consultation with lead manager and other agencies that may be appointed by the Board for the purpose of the Issue.

The Company is engaged in the business of manufacturing ductile iron castings and grey iron castings. The Company requires adequate capital to meet the needs of its growing business. Accordingly, it is thought prudent for the Company to have enabling approvals from the shareholders to raise further capital for meeting the needs of its growing business.

This special resolution enables the Board to raise funds for an aggregate amount of up to INR 150 Crores (Rupees One Hundred and Fifty Crores only) ("Issue Proceeds"). The Board shall raise funds pursuant to this special resolution and utilize such Issue Proceeds at its absolute discretion towards, inter alia, for the purpose of capital expenditure, to fund ongoing projects, repayment of loans, general corporate purposes and for such other purposes as may be deemed appropriate by the board of directors of the Company in accordance with applicable laws.

The special resolution also seeks to empower the Board to issue eligible Securities by way of QIP to QIBs in accordance with Chapter VI of the SEBI ICDR Regulations and Section 42 of the Companies Act, 2013 and rules thereunder, amended from time to time. The pricing of the eligible Securities that may be issued to QIBs pursuant to SEBI ICDR Regulations shall be determined subject to such price not being less than the floor price calculated in accordance with Chapter VI of the SEBI ICDR Regulations ("QIP Floor Price").

Further, the Board may also offer a discount of not more than five percent or such other percentage as permitted on the QIP Floor Price calculated in accordance with the pricing formula provided under SEBI ICDR Regulations. The "Relevant Date" for this purpose will be the date of the meeting in which the Board or the committee thereof decides to open the proposed issue of Equity Shares as eligible Securities and in case eligible Securities are eligible convertible securities, then either the date of the meeting in which the Board or committee thereof decides to open the proposed issue or the date on which holder of eligible Securities become eligible to apply for Equity Shares, as may be determined by the Board.

The allotment of Eligible Securities shall be completed within a period of 12 months from the date on which the shareholders pass this special resolution.

The Board of Directors, at its meeting held on 27th May 2019, has accorded its approval for raising of funds by the Company through issue of Securities, subject to members' approval and such other approvals as may be required under the applicable laws.

The Board of Directors recommends the Special Resolution for your approval as set out under Item No. 8.

The directors or key managerial personnel of the Company or their relatives may be deemed to be concerned or interested in the proposed resolution to the extent of Equity Shares that may be subscribed by the companies / institutions in which they are Directors or members and to the extent of their equity holdings in the Company, if any.

By Order of the Board

Place: Chennai Date : 27th May 2019

S.K. Sivakumar Group - Chief Financial Officer & Company Secretary

Registered Office

No. 34, Industrial Estate, Gudur, Andhra Pradesh - 524 101. CIN: L27109AP1982PLC003518

AI assistant

Nelcast Limited AGM Information 2019

60521_rns_2019-07-09_d74baf8c-8f3c-4cf5-b252-2818c81860a5.pdf

NOTICE TO SHAREHOLDERS

ORDINARY BUSINESS:

SPECIAL BUSINESS:

5. Re-appointment of Mr. R. Mohan Reddy as an Independent Director of the Company for the second term of 5 (five) consecutive years