CIN : L02710CT1989 PLC010052 F-Block, ist Floor, International Trade Tower, Nehru Place, New Dethi-110019 INDIA Tel.: +91-11-30451000 Fax: +914-11-23712737 Email : rai_nisl2007/@yahoo.com, www.novaironsteel.com

THROUGH ONLINE PORTAL

Ref: NISL/SE/2021-22 Dated: 06/12/2021

Listing Department The Bombay Stock Exchange Phiroze Jeejeebhoy Towers, 25" Floor, Dalal Street, Mumbai 400001

Subject: Notice of 29" AGM and Intimation of Book Closure Ref: Regulation 30 read with Schedule HI and Regulation 42 of SEBI (LODR) Regulations, 2015

Dear Sir,

Pursuant to Regulation 30 read with Schedule II of the SEBI (LODR) Regulations, 2015, please find enclosed herewith the notice of 29" Annual General Meeting of the Members of the company scheduled - to be held on Friday 31%! day of December 2021 at 11:30 am through Video Conferencing (VC)/Other Audio-Visual Means (OAVM).

Further pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (LODR) Regulations, 2015, the Register of Members and Share Transfer Book of the Company will remain closed from 25'" December 2021 to 31S December 2021 (both days inclusive) for the purpose of 29" Annual General Meeting of the Members of the Company.

This is for your perusal and records. Kindly acknowledge the receipt.

Yours faithfully, For Nova Iron and Steel Limited

(Dheeraj Kumar)

Company Secretary

Encl.:a/a

Regd. Office : Village Dagori, Tehsil-Betha, Bilaspur (Chhattisgarh)-495224 Tel. : +94-07752-285206 Fax : +91-07752-285213

NOTICE

Notice is hereby given that 29" Annual General Meeting of Nova Iron and Steel Limited will be held on Friday, the 31°' day of December 2021 at 11:30 a.m. through Video Conferencing ("VC"/Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt Audited Financial Statements of the Company for the year ended 31st March 2021 i.e. Audited Balance Sheet as at 31st March, 2021 and the Statement of Profit & Loss and. Cash Flow Statement for the year as on that date together with Auditors" Report and Board"s Report thereon.
To appoint a Director in place of Mr. Ved Parkash Chhabra, (DIN 00035412), who retires by 'rotation and being eligible, has offered himself for re-appointment.

SPECIAL BUSINESS

To consider appointment of Mr..Suraj Parkash Choudhary (DIN: 09241286) as. an Independent Director and in this regard to consider and, if thought fit, to pass with or without modification the following Resolution as an ordinary resolution:-

"Resolved that Mr. Suraj Parkash Choudhary (DIN 09241286), who was appointed as an Additional Director on the Board of Directors of the Company in terms of Section 161(1) of the Companies Act, 2013 (,the Act") and whose term of office expires at the ensuing Annual General Meeting be and is hereby appointed, in accordance with Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the corresponding Rules framed thereunder, as an Independent Director to hold office for a term of 5 (Five) years and shail not be liable for retirement by rotation."

To consider and approve Appointment of and Remuneration. to be paid to Sh. Dinesh _ Kumar Yadav (DIN 07051856) as Director (Technical) of the Company and if thought fit, to pass the following Resolution with or without modification, as Special Resolution:

"Resolved that pursuant to provisions of Sections 196, 197, 203 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any Statutory modification or re-enactment thereof) read with Schedule V thereof, the consent of Shareholders of the Company be and is hereby accorded to the appointment of Mr. Dinesh Kumar Yadav (DIN 07051856) as Director (Technical) ofthe Company for a period of 5 (five) years with effect from 14/08/2021 on the terms and conditions including the remuneration less than the maximum permissible remuneration as specified in Section Il of Part Il of Schedule V to the Companies Act, 2013 as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company and as set out in the explanatory statement forming part of this resolution notwithstanding that the remuneration may exceed the limits prescribed in the provisions of Section 197, 198 and within the limits prescribed under Schedule V to the Companies Act, 2013 in case of no profits/inadequate profits.

Resolved further that notwithstanding anything contained in Section 197, 198 and Schedule V of the Companies Act, 2013 or any amendment/re-enactment thereof or any revised/new schedule thereof, in the event of absence of profits or inadequate profits in any financial year, the salary, perquisites and statutory benefits, as set out in the explanatory statement forming part of this resolution be paid as minimum remuneration to Mr. Dinesh Kumar Yadav, Director (Technical):

"Resolved further that the Board be and is authorised to modify the aforesaid terms and remuneration within, the limit as approved by the members."

"Resolved further that for the purpose of giving effect to the aforesaid resolution, the Board of Directors or any Committee of the Company be and is hereby authorized to do all such acts,

aINOVA IRON & STEEL LTD.

To ratify and approve the remuneration of the Cost Auditors for the financial year ending March 31, 2022 and in this regard 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, 2074 (including any statutory modification(s) or re-enactment thereof, for the time being in force), consent of the Company be and is hereby given for payment of Remuneration of Rs. 25000/- to M/s J. K. Kabra & Company, New Delhi, Cost Auditors (Firm Registration No. 2890) appointed by the Board of Directors of the Company, to conduct cost audit of the Company for the financial year ending March 31, 2022."

By order of the Board For Nova Iron and Steel Limited

Dheeraj Kumar Company Secretary

Place: New Delhi Dated: 02/12/2021

NOTES FOR MEMBERS ATTENTION:

1. In view of the continuing restrictions on the movement of people at several places in the country, due to outbreak of COVID-19, the Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated 5th May, 2020 read with General Circular No. 14/2020 dated 8" April, 2020 and General Circular No. 17/2020 dated 13" April; 2020 and also vide General Circular No. 02/2021 dated 13" January, 2021 has allowed the Companies to conduct the AGM through Video Conferencing (VC) or Other Audio Visual Means (OAVM) till 31°' December, 2021.
The deemed venue for 29" AGM shall be the Registered Office of the Company at Chhattisgarh.
Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM facility, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the e-AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
Institutional/Corporate shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (pdf/jpg format) of its board or governing body's resolution/authorisation, . etc., authorising their representative to attend the AGM on its behalf and to vote through remote e-voting. The said resolution/authorisation shall be sent to the scrutinizer by email through its registered email address to [email protected] with a copy marked to rai_nisl2007 @gmail.com
The facility of joining the e-AGM through VC/OAVM will be opened 15 minutes before and will be ~ open upto 15 minutes after the scheduled start time of the AGM, i.e., from 11:15 am to 11:45 am and will be available for 1,000 members on a first come first-served basis. This rule would however not apply to participation of shareholders holding 2% or more shareholding, promoters, institutional investors, directors, key and senior managerial personnel, auditors, etc.
In terms of sections 101 and 136 of the Act, read with the rules made thereunder, the listed companies may send the notice of AGM and the annual report, including financial statements, boards" report, etc. by electronic mode. Pursuant to the said provisions of the Act read with MCA Circulars, SEB! Circular dated 12" May 2020, Notice of 29" AGM along with the Annual Report for FY2021 is being sent only through electronic mode to those members whose email addresses are registered with the Company/depositories. Members may note that the Notice and Annual Report. for FY2021 will also. be available on | the Company's website at https://www.novaironsteel.com website of the stock exchanges ie., BSE Limited at www.bseindia.com.
SEBI vide its notification dated 8"" June 2018 as amended on 30" November 2018, has stipulated that w.e.f. 1" April 2019, the transfer of securities (except transmission or transposition of shares) shall not be processed, unless the securities are held in the dematerialised form. The Company has complied with the necessary requirements as: applicable, including. sending. of letters to shareholders holding shares in physical form and requesting them to dematerialise their physical holdings.
In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
For ease of conduct, members who would like to ask questions/express their views on the items of the businesses to be transacted at the meeting can send in their questions/comments in advance during the period starting from 28" December 2021 (9.00 a.m.) upto 29" December 2021 (5.00 p.m.) mentioning their name, demat account no./Folio no., e-mail Id, mobile number, etc. The queries may be raised precisely and in brief to enable the Company to answer the same suitably depending on the availability of time at the meeting.
1. Since the meeting will be conducted through VC/OAVM facility, the route map is not annexed to this Notice.

1. The Company"s Statutory Auditors, M/s Ashwani & Associates, Chartered Accountants, Firm Regd. No: 000497N, Ludhiana (Punjab), were appointed for a period of 5 (Five) consecutive years at the 27th Annual General Meeting ("AGM") of the Members heid on 28/09/2019 until the conclusion of 32™ Annual General Meeting to be held in 2025 at a remuneration as decided by the Board of Directors of the Company.
1. Non Resident members are requested to. inform immediately. to RTA (a) change in residential status on relating to India for permanent settlement (b) particulars of bank account maintained in -India: with complete name. of bank, branch address, account type, account number, if not furnished earlier.
1. M/s Skyline Financial Services Pvt. Ltd, are Registrar & Share Transfer Agents (RTA) of the Company. Any correspondence relating to shares can be made to the company's registrar at their following address:
M/s Skyline Financial Services Private Limited,
D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020,
Ph. Nos. 01 1-40450193 to 97, Email: [email protected], [email protected]
website: www.skylinerta.com

Members are requested to notify the change of Address if any.

1. The Register of Members and the Share Transfer Books shall remain closed from 25" December 2021 to 31" December 2021 (both days inclusive).
1. Members seeking information about the accounts are requested to write at least 10 days before the date of the meeting to the Company so that it may. be convenient to. keep the.information ready for the meeting.
1. All the documents referred to accompanying Notice are open for inspection at the registered office of the. Company on all working days except Sunday and National Holiday between 11.00 AM to 1.00 PM upto the date of Annual General Meeting.
1. Members who hold shares in dematerialized form are requested to bring their client ID and DP ID numbers for. easy identification of attendance at the meeting.
1. 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/RTA.
1. Pursuant. to. Section 101 and. Section 136 of. the Companies Act, 2013. read with relevant Companies (Management and Administration) Rules, 2014, companies will serve Annual Reports and other. communications through electronic mode to.those Members who have registered their e-mail address either.with the Company or RTA.

Members who have not registered their e-mail address with the Company are requested to submit their request with their valid e-mail address to RTA. Members holding.shares in demat form are requested to. register/update. their e-mail address with their. Depository Participant(s) directly. Members.of the Company, who have registered their email-address, are entitled to receive such communication in physical form upon request.

1. Notice of Annual General. Meeting will be sent to those shareholders/beneficial owners whose name will appear in the register of the members/list of beneficiaries received from the depositories as on 03/12/2021.
1. The detail of Directors proposed to be appointed/re-appointed, under.the provisions of Companies Act, 2013 and Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 at the Annual General Meeting are given below.

fu	NOVA IRON & STEEL LTD.


		Detail of Director to be appointed/re-appointed
	Name	Sh. Suraj Parkash	Sh. Dinesh Kumar	Sh. Ved Parkash
	Date of Birth	Choudhary 20-10-1985	Yadav 02-10-1972	Chhabra
	Experties/		Practising Company 25 years experience in	06-03-1951 Practising Company
	Experience in Area	Secretary	production of Iron and steel related products	Secretary with more than 20 year
	Qualification	C.S., LL.B		experience
Sr. No. 1 2 3 4 5	Directorship in other. Nil Companies		Mechanical Engineer i) Bhushan Power and Steel Limited	MA, C.S. Nil

Statement pursuant to Section 102 of the Companies Act, 2013 is annexed in respect of special business. ,

23. Voting through electronic means

For Remote e-voting and e-voting during AGM

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management. and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April-08, 2020, Aprii.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 Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting"s agency. The facility of casting votes by a member using remote €-voting as well as the e-voting system on the date of the AGM will be provided by CDSL. , 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 atleast 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. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining. the quorum under Section 103 of the Companies Act, 2013. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.novaironsteel.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www. evotingindia.com.

IRON & STEEL LTD.

In continuation of this Ministry's General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.

(i) The Company is pleased to provide its members facility to exercise their right to vote on _fesolutions proposed to be considered at the 29"" Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by Central Depository Services (India) Limited (CDSL):

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGMI/EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

(ii) The voting period begins on 28/12/2021 at 10:00 AM and ends on 30/12/2021 at 05:00 PM. During this period shareholders" of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 24/12/2021, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(iii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iv) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMDICIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities. are required to: provide remote e-voting facility to its shareholders, in respect of all shareholders" resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Pursuant to abovesaid SEBI Circular, Login method. for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

(v)

fu NOVA

SINOVA IRON &	STEEL LTD.
Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	Users who have opted for CDSL Easi / Easiest facility, can login through their existing 1) user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL: for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System. Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	If the user is not registered for Easi/Easiest, option to register is available at 3) httos://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account 4) Number and PAN No. from a e-Voting link available on 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 able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all-e-Voting Service Providers:
Individual Shareholders holding securities in demat mode with NSDL	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: httos://eservices.nsdl:com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under ,IDeAS" section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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. name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	If the user is not registered for IDeAS e-Services, option to register is available at https: /eservices.nsdi.com. Select "Register Online for.IDeAS "Portal or click at https: //eservices.nsdl.com/SecureWeb/IdeasDirectReg.isp
	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 name and you will be redirected to e-Voting service provider website for casting your vote -during the

Participants

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

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


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. CDSL and NSDL
Helpdesk details Login type
Members facing any technical issue in login can Individual Shareholders holding securities in Demat mode with CDSL contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 and 22-23058542-43.
Members facing.any technical issue in login can Individual Shareholders holding securities in Demat mode with NSDL contact NSDL helpdesk by. sending a request at [email protected] or call at-toll free no.: 1800 1020 990 and 1800 22 44 30
Login method for e-Voting and joining virtual meeting for shareholders other than individual (vi) shareholders holding in Demat form & physical shareholders.
The shareholders should log on to the e-voting website www.evotingindia.com. (vii). Click on Shareholders. (viii) Now Enter your User ID (ix)
For CDSL: 16 digits beneficiary ID, a. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, b. Members holding shares in Physical Form should enter Folio Number registered with c. the Company. Next enter the Image Verification as displayed and Click on Login. (x) If you are holding shares in demat form and. had logged on to www.evotingindia.com and (xi). voted on.an earlier voting of any company, then your existing password is to be used.
_—'If you_are a first time user follow the steps given below: (xii)
For Shareholders holding shares in Demat Form other than individual and Physical Form

(vi) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
(vii). The shareholders should log on to the e-voting website www.evotingindia.com.
(viii) | Click on Shareholders.
(ix) | Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(x) Next enter the Image Verification as displayed and Click on Login.
(xi). If you are holding shares in demat form and. had logged on to www.evotingindia.com and voted on.an earlier voting of any company, then your existing password is to be used.
(xii) _—'If you_are a first time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and
	Physical Form
PAN	Enteryour 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) who . have Members PAN updated. the with not. their. Company/Depository Participant are requested to use t3he first two letters of their name and the 8 digits of the sequence number in the PAN field. Sequence
	number is printed on address label.

& STEEL LTD.

	number of 0"s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1	In case the sequence number is less than 8 digits enter the applicable
Dividend	then enter RAQ0000001 in the PAN field Enter your Dividend Bank A/c Details or Date of Birth (in dd/mm/yyyy format) as
Bank Details	A/c recorded in your demat account or in the company records in order to login. OR Date of please enter the member id / folio number in the Dividend Bank A/c details field	if both the details are not recorded with the depository. or company
	Birth (DOB) as mentioned in instruction (v).

& STEEL LTD.

(xiii)

(xiv) After entering these details appropriately, click on "SUBMIT" tab. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ,Password Creation" menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(xv) For Members hoiding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
* (xvi)
(xvii) Click on the EVSN for the relevant Nova Iron & Steel Limited on which you choose to vote. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. Click on the "RESOLUTIONS FILE LINK' if you wish to view the entire Resolution details. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "Ok", else to change your vote, click on "CANCEL" and accordingly modify your vote.
(xviill)
(xix)
(xx) (xxi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote. You can also take out print of the voting done by you by clicking on "Click here to print' option on the Voting page.
(xxii) if Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

@INOVA

IRON

(xxiii) Facility for Non — Individual Shareholders and Custodians —Remote Voting

Non-Iridividual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

The list.of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

^Ascanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively Non individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz: rai_nis|[email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

(xxiv)

Any person, who acquires shares of the Company and become Member of the Company after despatch of the Notice and holding shares as on the cut-off date i.e.24/12/2021 may follow the same instructions as mentioned above for e-Voting.

(xxv) _ If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected -with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatial Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send 'an email to [email protected] or call. on 022- 23058542/43.

1. A member can opt for only one mode of voting i.e. either through remote e-voting or at the meeting. If a member casts votes by both mode then voting done through remote e-voting shall prevail.
1. The member.who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shail not be entitled to cast their vote again.
1. The¢scruitinizer for voting is M/s K.V. Bindra & Associates, Company Secretaries, SCO 34, Second Floor, Sector 31-D, Chandigarh, Email [email protected], Contact No. 9646497043,

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED ~ WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

For Physical shareholders- please provide necessary details like 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 Company/RTA email id.
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
For Individual Demat shareholders — Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

INSTRUCTIONS FOR SHAREHOLDERSATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for Remote e voting.
1. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
1. Shareholder-will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under. shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
1. Further shareholders 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. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker. by sending their requestin advance atleast 2 days prior to meeting mentioning their name, demat account. number/folio number, email id, mobile number at.(company.email id). The shareholders who do not wish to speak during the AGM

but have queries may send their queries in advance 2 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
Only those shareholders, who are present in the AGM/EGM 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 available during the EGM/AGM.
1. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
1. Only those shareholders, who are 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 available during the AGM.
1. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
1. Shareholders 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.

(xxvi) Note for Non — Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to wwweevotingindia.com and register themselves in the "Corporates" module.

^Ascanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. ,

Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL. e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by. electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal-Mill Compounds,.N M Joshi Marg, Lower. Parel (East), Mumbai - 400013 or send' an email to [email protected] or call. on 022- 23058542/43. /

STATEMENT ANNEXED PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESS

ITEM NO.3

The Board of Directors on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Suraj Parkash Choudhary as an Additional Director on 14/08/2021 under Section 161(1) of the Companies Act, 2013. He is an Independent Director.in terms of Section 149 of the Companies Act, 2013. In terms of the provisions of Section 161(1) of the Companies Act, 2013, Mr. Suraj Parkash Choudhary will hold office till the date of ensuing Annual General Meeting.

The Company has received.a Notice from a-shareholder in writing under.the provisions of section 160 of the Companies Act, 2013, along with requisite deposit proposing the candidature of Mr. Suraj Parkash Choudhary for the office of Director. Mr. Suraj Parkash Choudhary fulfils the conditions specified in the Act and rules made thereunder for his appointment as an Independent Director of the Company and is independent of the management.. Mr. Suraj Parkash Choudhary, being eligible has offered himself for appointment as a Director. Board recommend appointment of 'Mr. Suraj Parkash Choudhary as an Independent Director for a term of 5 (Five) years. Copy of the draft letter for appointment of Mr. Suraj Parkash Choudhary as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day till the date of AGM.

Except Mr. Suraj Parkash Choudhary, no other Director and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or. otherwise, in the resolution set out at Item No. 3.

ITEM NO.4

Mr. Dinesh Kumar Yadav, (DIN 07051856) Director of the Company appointed as a Director (Technical) of the Company in terms of the provisions of the Companies Act, 2013 the Board of Directors have, in meeting held on 14" August 2021, appointed Mr Dinesh Kumar Yadav as a Director (Technical) of the Company for a period of five years with effect from 14" August 2021 on the terms & conditions as below:

1. Remuneration, Perquisites and Allowances

(a) Salary: In the pay of Rs. 1,65,000 p.m.
(b) Contribution to Provident Fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961 (43 of 1961)
(g) Gratuity payable at the rate not exceeding half a Month's salary for each completed yeat-of Service.
(h) Encashment of leave at the end of the tenure as per the rules of the Company,
(e) Holiday passage for children studying outside India or family staying abroad: Retum holiday passage once in-a year by economy class or once in two years by first class to children and to the members of the family from the place of their study or stay abroad to India if they are not residing in India, with the managerial person.
(f) Leave travel concession: Return passage for self and family in accordance with the rules specified by the company where it is proposed that the leave be spent in home country instead of anywhere in India.

2. Reimbursement of Expenses

Expenses incurred for traveling, boarding and lodging including spouse and: attendant(s) during business trips, any medical assistance provided including: or premium of any mediclaim policy for their respective family members; and provision of car for use on the Company's business and mobile/telephone expenses at residence shall be reimbursed at actual and shail not be considered perquisites.

Termination:

The office of Director (Technical) may be terminated by the Company by giving the 1 (One) month prior notice in writing.

Loan:

As per the policy of the Company for other employee, Director (Technical) shall be entitled to avail loan not exceeding Rs. 20 lacs from the Company for the purpose of house construction, marriage of children, medical purpose or any lawful purpose acceptable to the Company -

Sitting Fee

Director (Technical) shall not be paid any sitting fee for attending meetings of the Board of Directors or Committee(s).

"Resolved further that subject to the applicable provisions of Companies Act 2013 and rules made thereunder. and. subject to. superintendence and control of Board of Directors and subject to any directions and restrictions, from time to time, given or imposed by. the Board and subject to the restrictions contained hereinafter, Mr. Dinesh Kumar Yadav, shall exercise the following powers and duties during the continuance of his employment:-

Director (Technical) shall-adhere to the Company's Code of Conduct for Directors and Management Personnel.
Without prejudice to the generality of the powers vested in the Director (Technical) under the preceding clause hereof, the Director (Technical) shall be entitled to exercise the following powers: -
(a) To enter into any contract(s)/Agreement(s) for purchase, sale, hiring of services of professionals, agents, consultants, and fix their fee any other contracts including commercial contracts for general business of the company for and on behalf of the Company :and to represent before various Authority(ies) of Central/State Government and.-Local bodies/ Authorities, -Banks/Financial . Institutions. and. to. enter. into memorandum of understanding(s), agreement(s), contracts on behaif of the Company and to do and perform all other acts, deeds and things, which in the ordinary course of business Director (Technical) may consider necessary or in the interest of the Company.
(b) To institute, prosecute, defend, oppose, appear or appeal, to compromise, refer to arbitration, abandon. subject to judgment, proceed to judgment and execution or become non-suited in any legal proceedings before the courts/quasi-judicial authorities of the County.
(iii). Director. (Technical) may delegate all or any of the powers to such persons as Director (Technical) deem fit and shall have power to grant to such officials, agents or delegates such Power of Attorney(s) as Director (Technical). may deem expedient in the interest of the Company and may.also revoke such powers, if and, when. he may deem fit, necessary and proper,
Director (Technical)-shall not, without the previous consent-in writing of the Board engage or interest himself either directly or indirectly in.the business or affairs of any other person, firm, Company, body corporate or concern or in any undertaking or business of similar nature to or competing with the Company"s business, shall not .use, apply or utilize his knowledge or experience for or in the interest of any such person, firm, company, body corporate or concern as aforesaid or any such competing undertaking or business as aforesaid.
Director. (Technical) shall not or any time thereafter, divulge or disclose to any person, firm, company, body corporate or concern whatsoever or make any use whatever for his own or for whatever purpose of any confidential.information or knowledge obtained by him during his employment of the business or affairs of the Company or any of trade secret or secrets of

a . -

(vi). Director (Technical) on termination of employment shall deliver any property of the Company or relating to the business of the Company, including memoranda, notes, records, reports, plates, skétches, plans or other documents which may be in his possession or has any time access be delivered to the Company or shall not be entitled to the copyright. in any such document which he hereby acknowledge to be vested 'in the Company or its assignees and binds himself not to retain copies of any of them.

(vii). if Director (Technical) at any time shall be prevented by ill-health or accident from performing his duties hereunder, he shall inform the Company and if he shall be unable by reason of ill- health or accident for a continuous period of one hundred twenty days in any period of twelve consecutive calendar months to perform his duties hereunder, the Company may terminate his employment.
(viii), In case of any dispute between the company and Director (Technical) in respect of his employment, power or duties, the matter shall be decided in accordance with the provisions of Arbitration & Conciliation Act, ¹⁹⁹⁶

IRON & STEEL LTD.
	company and the Director (Technical) shall always use his best endeavour to prevent any other person, firm, Company, body corporate or concern from doing so.
(vi).	Director (Technical) on termination of employment shall deliver any property of the Company or relating to the business of the Company, including memoranda, notes, records, reports, plates, skétches, plans or other documents which may be in his possession or has any time access be delivered to the Company or shall not be entitled to the copyright. in any such document which he hereby acknowledge to be vested 'in the Company or its assignees and binds himself not to retain copies of any of them.
(vii).	if Director (Technical) at any time shall be prevented by ill-health or accident from performing his duties hereunder, he shall inform the Company and if he shall be unable by reason of ill- health or accident for a continuous period of one hundred twenty days in any period of twelve consecutive calendar months to perform his duties hereunder, the Company may terminate his employment.
(viii),	In case of any dispute between the company and Director (Technical) in respect of his employment, power or duties, the matter shall be decided in accordance with the provisions of Arbitration & Conciliation Act, 1996
	"Resoived further that Mr. Dinesh Kumar Yadav, Director (Technical) shall also be Chief Executive Officer of the company pursuant to Section 203 of the Companies Act, 2013."
Particulars	"Resolved further that the above may be treated as a written memorandum setting out the terms of appointment of Mr. Dinesh Kumar Yadav, under Section 190 of the Act." Statement pursuant to Schedule V, Part (Il) Section (I1)(B)(iii):	Detail
	General Information
I. (1) Nature of Industry			Steei Industry (Manufacturing of sponge iron)
	(2) Date or expected date of commencement of commercial production	01.10.1994
	(3) In case of new companies, expected date of commencement of activities per as project approved by financial institution appearing in the prospectus	NA
Financial (4) indicators	performance based given on		Total revenue is Rs. 351.50 crore and incurred loss of Rs. (10.88) crore during the year	Company
any	(5) Foreign investments or collaborations, if No
	Il. Information about the appointee
(1)	Background Details	related products		25 years experience in production of lron and steel
(2)	Past remuneration		Salary & perks Rs.19.8 Lacs p.a.
(3)	Recognition or awards	Nil
(4) Job profile and his suitability		Director (Technical)
(5)	Remuneration proposed		Salary & perks Rs.19.8 Lacs p.a.
(6) Comparative be with	remuneration profile respect to industry, size of the company, (in Rs. Lacs) profile of the position and person (in case of expatriates the relevant details would respect to the country of his	with Remuneration Size	of Company (net position worth) (in Rs. Lacs)	the Profile and
origin)			19.8 (3377.37)	Director (Technical)
(7) Pecuniary indirectly	relationship directly with the company, or	or No

NOVA
fu IRON & STEEL LTD.


managerial relationship with the personnel, if any
Il. Other information
Reasons of loss or inadequate profits 1)	Refer Board report.
Steps taken or proposed to be taken for Company 2) improvement	Operation entered and has an into Management Agreement with Sponge for a R.K. period of three years.
Expected increase productivity 3) in profits in measurable terms.	and Its depend on start of operation

IRON & STEEL LTD.

None of the Directors and Key Managerial Personnel of the Company or their relatives, except Mr. Dinesh Kumar Yadav and his relatives, are concerned or interested financially or otherwise in the Resolution mentioned at Item No. 4 of the Notice.

The Board recommends the resolution set forth in Item No. 4 for the approval of the Members.

ITEM NO.5

fu NOVA

The Board, on. the recommendation of. the Audit Committee, has approved the appointment and remuneration of M/s J. K. Kabra & Company, for financial year ending March 31, 2022, subject to the approval of the Central Government, if any, the remuneration of the Cost Auditors has been approved and recommended at Rs.25000/-.. The relevant Form regarding appointment and remuneration of the Cost Auditors approved by the Board has been filed with the Central Government as required under the Companies Act, 2013. : :

In accordance with the provisions of Section 148 of the Act read with the Companies. (Audit and Auditors) Rules, 2014 the remuneration payable to the Cost Auditors has to be ratified. by the shareholders of the Company. Accordingly, consent of the members is sought as set out in the Resolution at item No.5. of the Notice for ratification of the remuneration payable to the Cost Auditor, subject to the approval of the Central Government for the financial year ending March 31, 2022 for conducting cost audit and giving their report thereon.

The Board recommends the Ordinary Resolution set out at item No. 5 of the Notice for approval by the shareholders.

By order of the Board For Nova Iron and Steel Ltd. Dheeraj Kumar Company Secretary

Place: New Delhi Dated: 02/12/2021

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