Nelcast Limited — Proxy Solicitation & Information Statement 2019

Feb 21, 2019

215' February 2019

Listing Operations Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, Mumbai - 400 001 Mumbai - Maharashtra, India Maharashtra, lndia

BSE Limited National Stock Exchange of lndia Limited Dalai Street, Bandra Kurla Complex, Bandra (E), 400 051 BSE Script Code: 532864 NSE Script Code: NELCAST

Dear Sir/Madam

Sub: Postal Ballot Notice seeking the consent of the shareholders of the Company

Under Regulation 30 of the SEBl (Listinq Obligations and Disclosure Requirements) Regulations, 2015

Further to our communication letter dated 12'h February 2019, we informed that Board of Directors of the Company decided to seek the approval of the Members of the Company by way of Postal Ballot for the continuation of term of the following lndependent Directors beyond 31.03.2019 till the end of their present term, as they are above 75 years of age:

• (a) Shri D. Sesha Reddy, lndependent Director.
• (b) Shri R. Mohan Reddy, lndependent Director.

We enclose herewith a copy of the Postal Ballot Notice and Postal Ballot Form sent to the members for your records.

This is for your information and records

Thanking you.

For NELCAST Ltd ll

(S.K.SlVAKU MAR) Company Secretary

159' T T K ROAD, ALWARPET, CHENNAI' _ Te|.:+91-44-2498 3111/2498 4111 Fax : 91-44—24982111 e—mail:nelcast@nelcast.com; web: www.nelcast. com ClN : L27109AP1982PL0003518

Regd. Off.: 34, Industrial Estate. Gudur — 524 101 (A.P.)Tel.: 251266l251766 Fax:08624-252066 Ponneri works :Madhavaram Village.Amur PO. Ponneri - 601204.T.N Tei.: 279741'65/27973532, Fax: 27973620 Pedapariya Works : 259/261 .Pedapariya Village. Ozili Madal. Neilore Dist - 524402. (A.P.) iSO 9001 : 2015 1: OHSAS 18001 ; 2007

NELCAST	tasteless	6
LIMITED	mm)	0Q

CIN: L27109AP1982PLC003518

Registered Office: 34, Industrial Estate, Gudur - 524 101, Andhra Pradesh

NOTICE (Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014)

Dear Member(s),

Notice is hereby given, pursuant to Section 110 of the Companies Act, 2013 (the "Companies Act") read with Companies (Management and Administration) Rules, 2014 (the "Rules") including any statutory modification(s) or re-enactment(s) thereof for the time being in force and pursuant to other applicable Laws and Regulations, that Nelcast Limited (the "Company") is seeking consent of its members for the Special Business to be transacted through postal ballot including voting by electronic means for the following purposes:

1)To continue the appointment of Shri D. Sesha Reddy (DIN: 00520448), Independent Director for the remaining period of the term.

1. To continue the appointment of Shri R. Mohan Reddy (DIN: 00841038). Independent Directorforthe remaining period ofthe term.

The draft of the resolutions to be passed, together with the Explanatory Statement, pursuant to Section 1 02(1) of the Companies Act setting out the material facts and reasons thereto, for this purpose are being sent to the members, along with postal ballot form, so as to enable members for sending their assent or dissent in writing by postal ballot means.

The Company is pleased to provide the facility for voting through 'electronic means' to enable members for casting their votes by selecting appropriate options for the Resolutions, in accordance with the provisions of the Companies Act and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015).

In accordance with Regulation 44 of SEBI (LODR) Regulations, 2015 and in terms of Section 110 of the Act, 201 3 and the Rules made thereunder, the Company for this purpose, has engaged National Securities Depository Limited (NSDL), an agency authorized by the Ministry of Corporate Affairs (MCA), for facilitating the members to communicate their assent or dissentthrough "electronic means" in respect ofthe Resolutions.

Mr. P. R. Lakshmi Narayanan, Practising Company Secretary, Chennai has been appointed as the Scrutinizer for conducting the e-Votlng Process/ Postal Ballot Process in a fair and transparent manner.

The detailed procedures for voting through "electronic means" are given below the Explanatory Statement attached herewith.

The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off date. viz., 15m February 2019. Person who is not a member as on the Cut-off date should treat this notice only for information purposes. The voting rights in respect of unclaimed shares held in Nelcast Limited Unclaimed Suspense Account and Investors Education and Protection Fund stands frozen in terms of Regulation 39 read with Schedule VI of SEBI (LODR) Regulations, 201 5 and Section 124 of theAct, 201 3, respectively.

Members are, therefore, requested to carefully read the instructions printed for voting by "post" or through "electronic means", namely by—

(i) returning the postal ballot form duly completed, as perthe instructions contained in the postal ballot form, in the attached self-addressed postage pre—paid envelope, so as to reach the Scrutinizer not later than 5.00 pm. on 23rd March 2019; or

(ii) casting their votes electronically from 22nd February 2019 (9.00 am.) to 23rd March 2019 (5.00 pm.) by following the procedures as explained in the Explanatory Statement.

The Scrutinizer will submit his report on the results of voting by means of "post" and through "electronic means" to the Chairman of the Company or any authorized person of the Company, after completion of the scrutiny of postal ballot forms and voting by "electronic means".

The results will be announced by the Chairman of the Company or in his absence, any person authorized by the Chairman at the registered office of the Company at No. 34, Industrial Estate, Gudur— 524 101, Andhra Pradesh. India, on Monday, the 25'" March 2019.

The last date of voting, i.e., Saturday, the 23rd March 2019 will be taken as the date of passing of the said Resolutions bythe members of the Company.

All documents, referred to in this Notice and in the Explanatory Statement referred to under Section 102(1 ) of the Act, 2013, are open for inspection at the registered office of the Company, during office hours on all working days between 10.00 am. and 12.00 pm. upto Saturday, the 23'd March 2019.

The said Notice of Postal Ballot and Ballot Form have also been placed on the Company's website viz., www.nelcast.com and at https://www.nsdl.co.in for use by the Members.

Members requiring any clarification may contact Mr. S. K. Sivakumar, Group -Chief Financial Officer & Company Secretary of the Company at the below given address orthrough e-mail viz., sivakumar@nelcast.com

Nelcast Limited, 159, TTK Road, Alwarpet, Chennai -600 01 8, Tamil Nadu.

SPECIAL BUSINESS:

Item No. 1

To continue the appointment ofShri D. Sesha Reddy, Independent Directorfor the remaining period of the term.

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 Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended and other applicable provisions if any, consent of the members of the Company be and is hereby accorded for continuation of Directorship of Shri D. Sesha Reddy (DIN: 00520448), as an Independent Director, for remaining tenure of his presentterm i.e., till 5'"August 201 9.

Item No. 2

To continue the appointment ofShri R. Mohan Reddy, Independent Director forthe remaining period ofthe term.

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 Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended and other applicable provisions if any, consent of the members of the Company be and is hereby accorded for continuation of Directorship of Shri R. Mohan Reddy (DIN: 00841038), as an Independent Directorfor remaining tenure ofhis present term i.e., till 5"'August201 9.

By Order of the Board

S.K. Sivakumar Place: Chennai Group -Chief Financial Officer & Date: 12'h February 2019 Company Secretary

Encl: (1) Explanatory Statement (2) Postal ballot form & self—addressed postage pre—paid envelope

NOTES:

(1) The Company is pleased to provide members a facility to exercise their right to vote on the postal ballot resolution by 'electronic means' and the special business may be transacted through e-Voting services provided by National Securities Depository Limited (NSDL), in compliance with the provisions of Section 110 of the Companies Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 ofSEBl (LODR) Regulations, 2015.

(2) A statement pursuant to Section 102(1) of the Companies Act setting out the material facts concerning the special business to be transacted is annexed hereto.

(3) Notice along with the Postal Ballot Form is being sent to the members whose names appear on the register of members / list of beneficial owners as received from NSDL and Central Depository Services (India) Limited (CDSL) as on 15m February 2019 (Cut-offdate).

(4) The Notice along with the Postal Ballot Form is being sent to the members in electronic form to the e—mail addresses registered with their Depository Participants (in case of electronic shareholding) / the Company's Share Transfer Agent (in case of physical shareholding). For members whose e-mail addresses are not registered, physical copies of the Notice are being sent by permitted mode along with a self-addressed postage pre-paid envelope.

(5) Members, who have received the Notice by email and who wish to vote through physical form may download the Postal Ballot Form attached to the e-mail orfrom the Company's website: www.nelcast.com, where the Postal Ballot Notice is displayed and send the duly completed and signed Postal Ballot Form, so as to reach the Scrutinizer on or before Saturday, 23rd March 2019 at 5.00 pm.

(6) Resolutions passed by the members through Postal Ballot including voting by electronic means shall be deemed to have been passed as if it has been passed at a General Meeting of the members convened in that behalf.

(7) Pursuant to the provisions of Section 110 of the Companies Act read with the Companies (Management and Administration) Rules, 2014 and in terms of Regulation 44 of SEBl (LODR) Regulations, 2015, the Company has provided facility to members to exercise their votes through electronic means and have engaged the services of NSDL as the Authorised Agency to provide e-Voting facility. Instructions for the process to be followed for voting through "electronic means" are annexed to the Notice.

(8) The members can opt for only one mode of voting, i.e., either by physical ballot or e-Voting. In case members cast their votes through both the modes, voting done by e-Voting shall prevail and votes cast through physical Postal Ballot Forms will be treated as invalid. There will be only one postal ballot form irrespective of number ofjoint holders.

(9) Voting rights shall be reckoned on the paid—up value of shares registered in the name of the member/ beneficial owner (in case of electronic shareholding) as on the Cut—off date i.e. Friday, 15'" February 2019, being the date fixed for determining the voting rights of members entitled to participate in the e-Voting process through e—Voting platform provided by NSDL by typing the URL: www.evoting.nsdl.com

(10)Amember cannot exercise his/her vote by proxy on postal ballot.

(11)The board of directors has appointed Mr. P. R. Lakshmi Narayanan, Practicing Company Secretary, Chennai as Scrutinizer to conduct the postal ballot voting process including voting through electronic means, in a fair and transparent manner.

(1 2) The Scrutinizer will submit his report to the Chairman or in his absence to any one ofthe person authorized by the Chairman of the Company, after the completion of scrutiny, and the results of voting by postal ballot (including voting through electronic means) will be declared by placing it along with the Scrutinizer's report on the Company's website wwnelcastcom and communicated to the Stock Exchanges.

(1 3) The resolutions, ifapproved by the requisite majority shall be deemed to have been passed on the last date of voting, i.e., Saturday, 23'6 March 2019.

(14) In case of any query, members may refer to the Frequently Asked Questions (FAQs) for members and e-Voting user manual for members available at downloads section of www.evoting.nsdl.com or contact NSDL at the following Toll Free No. 1800-222—990

(15) Members who have not registered their e-mail addresses are requested to register the same with the Company's Share Transfer Agent / Depository Participant(s) for sending future communication(s) in electronic form.

Instructions for process to be followed by members opting to vote through electronic means

Members who do not have access to e-Voting facility, are requested to read the instructions printed on the reverse of the Postal Ballot Form and return the Form duly completed in the attached self addressed and postage prepaid envelope, so as to reach the Scrutinizer on or before Saturday, 23'd March 201 9, at the following address:

The Scrutinizer. C/o. Nelcast Limited 159, TTK Road, Alwarpet, Chennai — 600 018, Tamil Nadu.

PROCEDURE AND lNSTRUCTlONS FOR E-VOTING:

• . 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 lndia (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 NSDL for facilitating e~Voting to enable the Shareholders to cast their votes electronically.
• . Mr. P. R. Lakshmi Narayanan, Practicing Company Secretary, Chennai has been appointed as the Scrutinizerfor conducting the e—Voting Process / Postal Ballot Process in a fair and transparent manner.

The instructions for Shareholders for e-Voting are as under:

• A. in case of Shareholders' receiving e-mail from NSDL:

• i. Open e-mail and open PDF file viz., "Nelcast e—Voting.pdf" with your Client ID or Folio No. as password. The said PDF file contains your user lD and password for e-Voting. Please note that the password is an initial password.

• ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com

• iii. Click on Shareholder Login.

• iv. Enter the user id and password as initial password noted in step (i) above. Click Login.

• v. Password change menu appears. Change the password with new password of your choice with minimum 8 digits / characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• vi. Home page of e-Voting opens. Click on e—Voting: Active e-Voting Cycles.

• vii. Select "EVEN" of Nelcast Ltd.

• viii. Now you are ready for e-Voting as CastVote Page opens.

• ix. Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.

• x. Upon confirmation, the message "Vote cast successfully" will be displayed.

• xi. Once you have voted on the resolutions, you will not be allowed to modify your vote.

• xii. Forthe votes to be considered valid, then institutional shareholders (i.e., other than individuals, HUF, NRl, etc.,) are required to send scanned copy (PDF/ JPEG Format) of the relevant Board Resolution / Authority Letter etc.. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e—mail at scrutinizernelcast(d>qmail.com with a copy marked to evoting@nsdl.co.in

• in case of Shareholders' receiving the Postal Ballot Form by Post:

• lnitial password is provided as below at the bottom of the Postal Ballot Form.

EVEN	USER lD	PASSWORD/PIN

• Please follow all steps from S. No. (ii) to S. No. (xii) above, to castvote.
• 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 www.evoting.nsdl.com
• if you are already registered with NSDLfor e—Voting then you can use your existing User ID and Password / PIN for casting your vote.
• 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.
• The e-Voting period for e—Voting module commences on 22"d February 2019 @ 9.00 am. and ends on 23'd March 2019 @ 5.00 pm. During this period shareholders' ofthe Company, holding shares either in physical form or in dematerialized form, as on cut—off date (record date) of 15'" February 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.
• Members, who have registered their e-mail ld for receipt ofdocuments in electronic mode underthe Green initiative of MCA have been sent Postal Ballot Notice by e-mail and who wish to vote through Postal Ballot Form can obtain the Ballot Form from Share Transfer Agent or from the Company at its Registered Office and fill in the details and send the same to The Scrutinizer, C/o. Nelcast Limited, 159, TTK Road, Alwarpet, Chennai - 600 018, Tamil Nadu.
• The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital ofthe Company as on the cut-off date (record date) of 1 5'h February 2019.

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

The following explanatory statement sets out all the material facts relating to the special business mentioned in the accompanying notice dated 12'"February 2019 and shall be taken as forming part ofthe notice.

Item No.1:

To continue the appointment of Shri D. Sesha Reddy, independent Directorforthe remaining period of the term.

The Members of the Company at the 32"d Annual General Meeting of the Company held on 6m August 2014 approved the appointment of Shri D. Sesha Reddy, as an Independent Director of the Company for a period of 5 years from 6'h August 2014 to 5'" August 2019. Shri D. Sesha Reddy will complete his present term on 5'" August 2019.

In terms ofSEBl (LODR) Regulations (Amendment) 2018, effective from 15'April 2019 consent ofthe members by way of Special Resolution is required for continuation of a Non-Executive Director beyond the age of 75 years.

Shri D. Sesha Reddy aged about 77 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. He has been rendering valuable advice to the Company from time to time. Hence, it is recommended to continue his appointment till the completion of the remaining period of the present term.

Nomination and Remuneration Committee at its meeting held on 12m February 2019 recommended his continuation as an independent Director upto completion of his present term i.e. 5'"August 201 9.

The Board based on the recommendations of the Nomination and Remuneration Committee and keeping in view the expertise of Shri D. Sesha Reddy, has recommended the resolution set out at item No.1 for approval of the members, by way ofSpecial Resolution.

Brief resume of Shri D. Sesha Reddy, nature of his expertise, shareholding and relationship between directors inter-se etc., are annexed to the Notice.

Except Shri D. Sesha Reddy, none of the Directors or Key Managerial Personnel of the Company or their relatives is in any way concerned or interested, financially or otherwise, in this Resolution.

Item No. 2:

To continue the appointment of Shri R. Mohan Reddy, Independent Directorforthe remaining period ofthe term.

The Members of the Company at the 32"d Annual General Meeting of the Company held on 6"" August 2014 approved the appointment of Shri R. Mohan Reddy as an independent Director of the Company for a period of 5 years from 6'" August 2014 to 5m August 2019. Shri R. Mohan Reddy will complete his present term on 5th August 2019.

In terms of SEBI (LODR) Regulations (Amendment) 2018, effective from 1"April 2019 consent of the members by way ofSpecial Resolution is required for continuation of a Non-Executive Director beyond the age of 75 years.

Shri 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 in Andhra 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. His vast experience in Administration System/ Management System has been very helpful to the Company from time to time. Hence, it is recommended to continue his services as Independent Directortill the completion ofthe remaining period ofthe present term.

Nomination and Remuneration Committee at its meeting held on 12'" February 2019 recommended his continuation as Independent Director upto completion of his present term i.e. 5"'August 201 9.

The Board based on the recommendations of the Nomination and Remuneration Committee and keeping in view

the expertise of Shri R. Mohan Reddy, has recommended the resolution set out at Item No.2 for approval of the members, by way of Special Resolution.

Brief resume of Shri R. Mohan Reddy, nature of his expertise, shareholding and relationship between directors inter-se etc., are annexed to the Notice.

Except Shri R. Mohan Reddy, none ofthe Directors or Key Managerial Personnel of the Company ortheir relatives is in any way concerned or interested, financially or othenivise in this Resolution.

By Order of the Board

S.K. Sivakumar Place: Chennai Group -Chief Financial Officer & Date: 12th February 2019 Company Secretary

Annexure to the Postal Ballot Notice

in terms of Regulation 36 (3) of SEBi (LODR) Regulations, 2015 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 ofthe Company are given below:

1. Shri D. Sesha Reddy (DIN: 00520448)

Shri. D. Sesha Reddy is a Non-Executive independent Director of the Company. He is the Chairman of the Stakeholders Grievance Committee and member of Audit Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee. He holds "NIL" shares in the Company and is not related to any director orKey Mangerial Personnel ofthe Company. Abriefprofiie oer. D. Sesha Reddy is given below:

Shri D. Sesha Reddy aged about 77 years is a Non-Executive independent Director of the Company. An arts graduate and one ofthe leading industrialists in Nellore and has wide experience in industrial field.

Details of other Directorships/Committee Memberships held by him:

Directorship	Committee Membership
Dodla DairyLimited	Audit Committee
Dodla EnterprisesPrivate Limited	Nil
Reddy Builders Private Limited	Nil

2. Shri R. Mohan Reddy (DIN: 00841038)

Shri 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 ofthe Company.Abrief profile oer. R. Mohan Reddy is given below:

Shri 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 in Andhra 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 Directorshipleommittee Memberships held by him:

Directorship	Committee Membership
Lokesh Machines Limited	Audit CommitteeNomination & Remuneration CommitteeStakeholders Grievance Committee
M.L.R. Motors Limited	Nil
--L'm'tedNC Energy	Audit CommitteeNomination & Remuneration Committee

NELCAST LIMITED

CIN: L27109AP1982PLC003518

Registered Office: 34, Industrial Estate, Gudur - 524 101, Andhra Pradesh

POSTAL BALLOT FORM

(Please read the instructions printed overleaf carefully before completing this form)

1. Name(s) of Member(s)(including joint holders if any)
2. Registered Address of the sole/First named member
3. Registered Folio No.(applicable to members holdingShares in physicalform)
4. DP ID No. & Client lD No.(applicable to members holdingShares in dematerialized form)
5. Number of shares held

lNVe hereby exercise my/our vote in respect of the Special Resolution to be passed through postal ballot for the business stated in the postal ballot notice dated 12'" February 2019 of the Company. lNVe have marked my/our assent or dissent to the said resolution by placing the mark ( v )at the appropriate box below:

Item	No. of Shares	lIWe assentto the resolution(FOR)	IIWe dissentto the resolution(AGAINST)
1. To continue the appointment ofShri D. Sesha Reddy. IndependentDirector, forthe remainingperiod ofthe term."RESOLVED THAT pursuant to the Provisions of Regulation 17(1A) ofSEBl (Listing Obligations and Disclosure Requirements) Regulations2015, as amended and other applicable provisions if any. consent of themembers of the Company be and is hereby accorded for continuation ofDirectorship ofShri D. Sesha Reddy (DlN: 00520448), as an independentDirector, for remaining tenure ofhis present term i.e till 5'"August 201 9."
continuetheofShriMohan2.ToappointmentR.Reddy,Independent Director, forthe remainingperiod ofthe term."RESOLVED THAT pursuant to the Provisions of Regulation 17(1A) ofSEBl (Listing Obligations and Disclosure Requirements) Regulations2015, as amended and other applicable provisions if any, consent of themembers of the Company be and is hereby accorded for continuation ofofShriMohanasanR.DirectorshipReddy(DIN:00841038),Independent Director. for remaining tenure of his present term i.e. till 5'"August2019."

Place:

Date: Signature of the Member

Last date for receipt of Postal Ballot Form by the Scrutinizer: 23" March 2019 before 5.00 pm.

Electronic Voting Particulars

EVSN(E-Voting Sequence Number)	USER lD	PASSWORD

Note: Please carefully read the instructions for electronic voting printed in the Postal Ballot Notice.

Notes I Instructions:

(1)Amember desiring to exercise his/her vote by postal ballot may complete this postal ballot form (no other form of photocopy thereof is permitted to be used for the purpose) and send it to the Scrutinizer at the address of the Company in the attached postage prepaid selfaddressed envelope. The postage will be borne and paid by the Company. The Company shall, also accept envelopes containing postal ballot forms, if deposited with the Company in person or if sent by courier at the expenses of the member. Members residing outside India should stamp the envelopes appropriately.

(2) Notice is being dispatched to the members by post (electronically by e-mail to those members who have registered their e-mail le with the Company), whose name appears in the Register of Members / Record of Depositories as on the date, namely 15m February 2019.

(3) The Company has appointed Mr. P. R. Lakshmi Narayanan, Practicing Company Secretary, as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner. The address ofthe Scrutinizertowhom the Postal ballot papers are to be sent is given below:

The Scrutinizer Clo. Nelcast Limited 159, TTK Road,Alwarpet

Chennai -600 018, Tamil Nadu

(4) This form should be completed and signed (as per specimen signature recorded with the Company/ Depositories) by the members. in case ofjoint shareholding, this form should be completed and signed by the first named member and in his/her absence, by the next named member. In case, holders of power of attorney sign the Postal Ballot form, reference to the Power of attorney registration by the Company should be mentioned in the Postal Ballot form.

(5) Duly completed postal ballot forms should reach to the Scrutinizer not laterthan by the close of working hours at 5.00 pm. Saturday, 23" March 2019. Postal ballot forms received. after this date. will be strictly treated as ifthe reply from such member has not been received.

(6) In the case of shares held by bodies corporate, the duly completed postal ballot form should be accompanied by a certified true copy of the relevant resolution [authorization

(7)Voting rights shall be reckoned on the paid-up value of the shares registered in the name of the members as of 1 5'" February 2019.

(8) Members are requested not to send any other paper along with the postal ballot form such as envelopes to the Scrutinizer and the Scrutinizer would destroy any extraneous paperfound in such envelope.

(9) Votes will be considered invalid on the following grounds:

(a)Aform other than one issued by the Company has been used;

(b) it has not been signed by or on behalfofthe members;

(0) Signature on the postal ballot form does not match with the specimen signature with the Company /Depositories;

(d) It is not possible to determine without any doubt the assent or dissent of the member;

(e) Neither assent or dissent is mentioned;

(f)Any competent authority has given directions in writing to the Company to freeze the Voting Rights of the member;

(9) The envelope containing the postal ballot form is received after the last date prescribed;

(h)The postal ballot form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority;

(i) It is defaced or mutilated in such a way that its identity as a genuine form cannot be established;

(j) Member has made any amendment to the Resolution orimposed any condition, while exercising his / her vote; and

(k) On such other grounds, which in the opinion of the Scrutinizer makes the vote(s) is invalid.

A postal ballot form, which is otherwise complete in all respects and is lodged within the prescribed time limit but is undated shall be considered valid.

(1 O) The Scrutinizer's decision on the validity ofa Postal Ballot Form will be final.

(11 ) The results of the Postal Ballot will be announced by the Chairman of the Company or and person authorized by the Chairman, at the Registered Office of the Company, Monday, 25'" March 2019. Howeverthe ordinary/special resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for receipt of the duly completed postal ballot forms or e—Voting, namely, 23'd March 2019.

(1 2) The results will thereafter be published in the Website of the Company, www.nelcast.com and sent to the stock exchange(s).