Steel Exchange India Ltd. — Proxy Solicitation & Information Statement 2023

Apr 11, 2023

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April 11, 2023

To To The Manager, The Manager, Department of Corporate Services, Listing Department, BSE Limited National Stock Exchange of India Limited, P.J. Towers, Dalal Street, Exchange Plaza, Bandra Kurla Complex, Port, Mumbai – 400001 Bandra (East), Mumbai – 400051

Scrip Code: 534748 Scrip Code: STEELXIND

Dear Sir/Ma’am,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Postal Ballot Notice dated 11[th] April, 2023 being sent to Members of the Company for seeking their approval by Postal Ballot through e- voting only, to the following Special Businesses: -

1. Revision and increase in remuneration payable to Mr. B Ramesh Kumar (DIN: 00206293), Joint Managing Director of the Company.

2. To appoint Mr. Veera Brahma Rao Arekapudi (DIN: 07540040) Non-Executive Independent Director of the Company.

3. Approval for Material Related Party Transactions of the Company for the Financial Year 2023-24.

4. Approval for Material Related Party Transactions of the Company for the Financial Year 2023-24.

The Company has engaged the services of CDSL for providing remote e-voting facility to all the members. The e-voting facility will be available during the following period:

Commencement of e-voting : 9:00 am on Thursday the 13th April, 2023 End of e-voting : 5:00 pm on Friday the 12th May, 2023

The Postal Ballot Notice will also be available at the company website https://www.seil.co.in/

We request you to take the same on your records.

Thanking you,

For Steel Exchange India Limited

RAVEEND Digitally signed by RAVEENDRA RA BABU BABU MANNEM Date: 2023.04.11 MANNEM 18:11:05 +05'30'

Raveendra Babu M

Company Secretary & Compliance Officer M.No: A34409

As Enclosed

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STEEL EXCHANGE INDIA LIMITED

(CIN: L74100TG1999PLC031191) Registered Office: # D.NO:1-65/K/60, Plot No:60, Abhi’s Hiranya, 1ST Floor, Kavuri Hills, Hyderabad-500081, Telangana. Phone: +914040033501; Fax: +91 4023413267; Corporate Office: Block A, 4th Floor, Green City Towers, Green City, Vadlapudi, Visakhapatnam – 530 046.

Telephone: +91-891-2587175,2587573 Fax: +91-891-2749215 E-mail: cs@seil.co.in; Website: www.seil.co.in

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NOTICE OF POSTAL BALLOT

PLANT LOCATIONS

Integrated Steel Plant (ISP) -Sponge Iron Division, Rolling Division, SMS Billet Unit and 60 MW Power Plant: Malliveedu, L. Kota Mandal, Vizianagaram District–533301, Power Plant & Steel Ingot Division : Opp: Mandapalli New Bridge, Kothapeta (V & M) – 533 223 East Godavari (Dt).

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NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 & 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Notice is hereby given to the Members of Steel Exchange India Limited (‘the Company’) pursuant to the provisions of Section 108 and Section 110 of the Companies Act 2013, as amended (“the Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, (“the Rules”) including any statutory modification or re-enactment thereof for the time being in force, read with General Circular No. 11/2022 dated December 28, 2022, General Circular Nos. 03/2022 dated 05.05.2022, 20/2021 dated 8th December, 2021, 14/2020 dated 8th April, 2020 and 17/2020 dated 13th April, 2020 together with other relevant circulars issued by the Ministry of Corporate Affairs (collectively referred to as ‘MCA Circular’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Secretarial Standards (“SS-2”) on General Meetings issued by the Institute of Companies Secretaries of India, and other applicable laws, rules and regulations (including any statutory modification and/or re-enactment thereof for the time being in force as amended from time to time, that Steel Exchange India Limited (‘the Company’) is seeking the approval of the Members for the matters as considered in the resolutions appended below, through postal ballot i.e., voting by electronic means.

Further, the MCA has, vide the aforementioned Circulars, permitted the dispatch of Postal Ballot Notices by email to the shareholders who have registered their email ids with the Company / Depository Participant / Depository and secure their votes through e-voting. The Notice will also be placed on the website of the Company (www.seil.co.in) and the website of CDSL https://www.evotingindia.com. In respect of those shareholders who have not registered their email ids, the Company has provided the mechanism in this notice to register their email ids and a public notice to that effect will be published.

The explanatory statement pertaining to the bellow mentioned resolutions setting out all material facts concerning items and the reasons thereto are annexed hereto for your consideration.

The Board of Directors of the Company has appointed M/s. B S S & Associates, Company Secretaries, Hyderabad, as the Scrutinizer for conducting the Postal Ballot through remote e-Voting/ e-Voting process in a fair and transparent manner.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 and other applicable provisions of the Act read with the Rules, the Company is pleased to provide e-voting facility to enable the shareholders of the Company to cast their votes electronically, instead of Postal Ballot Form. The reasons for not enclosing the Postal Ballot form have already been explained in the foregoing paras. Members (whether holding shares in demat form or in physical form) are requested to cast their votes by E-voting. The Company has engaged the services of Central Depository Services (India) Ltd. (“CDSL”), for the purpose of providing e-voting facility to all its members.

Members (whether holding shares in demat form or in physical form) desiring to exercise their vote are requested to carefully follow the instructions in the Notes under the Section ‘Voting through electronic means’ in this Notice and cast their votes not later than 5:00 p.m. on Friday, May 12, 2023.

The Scrutinizer will submit his report to the Chairman or Managing Director or any other Director of the Company or Company Secretary of the Company as authorised by the Board, if any, upon completion of

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scrutiny of e-Voting in a fair and transparent manner and the result of the Postal Ballot through e- voting facility will be announced on or before Sunday, May 14, 2023, at the Company’s Registered Office. The result of the Postal Ballot will also be displayed at the said address and posted on the Company’s website www.seil.co.in, besides communicating to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited.

SPECIAL BUSINESS:

Item 1: Revision and increase in remuneration payable to Mr. B Ramesh Kumar (DIN: 00206293), Joint Managing Director of the Company

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

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “SEBI Listing Regulations”) (including any statutory modifications or re-enactments thereof for the time being in force) and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the consent of the Members of the Company be and is hereby accorded to revision of remuneration to Shri B Ramesh Kumar (DIN: 00206293), Joint Managing Director of the Company with effect from 15[th ] February, 2023 for the remaining period of his tenure up to 08[th] February, 2024 on the terms and conditions including remuneration and perquisites etc., as mentioned below:

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Tenure 15 [th] February, 2023 to 8 [th ] February 2024.
Salary Rs.7,00,000 (Rupees Seven Lakhs only) per month with effect from 15 [th] February, 2023.
Performance
Bonus/Benefit Nil
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Tenure 15thFebruary, 2023 to 8thFebruary 2024.	Tenure 15thFebruary, 2023 to 8thFebruary 2024.
Salary Rs.7,00,000(Rupees Seven Lakhs only) per month with effect from 15thFebruary,2023.
Performance Bonus/Benefit Nil
Perquisites	In addition to salary and Performance Bonus/Benefit as said above, the Joint Managing Director will be eligible for perks and allowances subject to a maximum of 75% of salary and these perquisites/ allowances may include the following. Valuation of all perquisites shall be done in accordance with the provisions of the Income Tax Act, 1961 and the rules made thereunder. In the absence of any such rule, perquisites shall be evaluated at actual cost. a. Reimbursement of medical expenses actually incurred for self and his family members including dependent parents of appointee. b. House Rent Allowance at 10% of Salary per month / Rent free accommodation. c. Leave travel concession for self and family including dependent parents of appointee to and from any place in India and abroad once in a year in accordance with the rules of the Company. d. Club fees subject to a maximum of 2 clubs will be allowed, provided that no admission or life membership fees shall be paid. e. Personal accident insurance for a premium amount, which shall not exceed Rs.2,50,000.00 per annum. f. Use of Company's car with driver for business purposes. g. Use of telephone and other communication facilities at residence for business purposes. h. Anyotherperquisite that maybe allowed asper theguidelines issued bythe

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	Central Government from time to time.
Other benefits	The Joint Managing Director will be eligible for: a. Company's contribution to Provident Fund as per the rules of the Company. b. Company's contribution to Pension / Superannuation fund as per rules of the Company. c. Gratuity payable in accordance with the approved fund at a rate not exceeding one-half month's salary for each completed year of service as per rules of the Company. d. Encashment of leave at the end of tenure asper rules of the Company.
Minimum Remuneration	In the event of Company having no profits or its profits are inadequate in any financial year during the tenure of the appointment, then the remuneration of Joint Managing Director shall be governed by the Section II of Part II of the Schedule V to the Companies Act,2013 as amended from time to time.

RESOLVED FURTHER that the aggregate sum of remuneration and perquisites, in any financial year shall not exceed the limits prescribed from time to time under Section 197 and 198 of the Companies Act, 2013 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and if in any financial year during the tenure of office of Mr. Bandi Ramesh Kumar, if the remuneration payable exceeds the limits specified under Section 197 and 198, he will be paid remuneration by way of salary and perquisites, within the maximum permissible limits specified under Section II of Part II of Schedule V to the Companies Act, 2013 read with rules made thereunder, without obtaining the approval of the Central Government in case of no profits/ inadequate profits.”

RESOLVED FURTHER that the Board of Directors be and are hereby authorized to alter or vary the terms and conditions of the said remuneration so as not to exceed the limits specified in Section 197 read with Schedule V or other applicable provisions, if any, of the Companies Act, 2013 or any other amendments thereto, as may be agreed between the Board and Mr. Bandi Ramesh Kumar.

RESOLVED FURTHER that Board of directors and/or Company Secretary be and are hereby authorized to do all such acts, deeds and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the above resolution and for matters connected therewith or incidental thereto and to sign and execute any deeds / documents/ undertakings/agreements/papers/writings as may be required in this regard and to delegate all or any of these powers to any director(s) or officer(s) of the Company.”

Item 2: To appoint Mr. Veera Brahma Rao Arekapudi (DIN: 07540040) Non-Executive Independent Director of the Company:

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 recommendations of the Nomination and Remuneration Committee and approval of the Board of Directors in their respective meetings held on February 14, 2023, and pursuant to the provisions of Sections 149, 150, 152 and 161 read with Schedule IV, any other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred as “the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force), and Articles of Association for the Company, the consent of the Members of the Company be and is hereby accorded for

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appointment of Mr. Veera Brahma Rao Arekapudi (DIN: 07540040), who was appointed as an Additional Director, designated as Non-Executive Independent Director, of the Company by the Board of Directors with effect from February 14, 2023 and who has submitted a declaration under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI Listing Regulations, as amended from time to time, to the effect that he meets the criteria of independence, and who is eligible for appointment under the provisions of the Act and Rules made thereunder and SEBI Listing Regulations, and confirming that he do not have any interest in any member and fiduciary relationship with any of the shareholders of the Company and do not have any interested positions in commercial contracts and financial affairs of the Company and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director pursuant to Section 160 of the Act, as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for 5 (Five) consecutive years on the Board of the Company w.e.f. February 14 2023 upto February 13, 2028 (both days inclusive).

RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised ‘Committee’ thereof) or the Company Secretary of the Company be and are hereby severally authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”

Item No 3. Approval for Material Related Party Transactions of the Company for the Financial Year 202324:

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 188 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Company's policy on Related Party transaction(s), approval of Shareholders be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise) with SAWP Steel Limited, related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, for Sale, Purchase of Goods or Services and lease rent, on such terms and conditions as the Board of Directors may deem fit, up to a maximum value of Rs.300 Crore for the financial year 2023-24.

RESOLVED FURTHER THAT the Board of Directors, Company Secretary or Chief Financial Officer of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.”

Item No 4. Approval for Material Related Party Transactions of the Company for the Financial Year 202324:

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 188 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the Company's policy on Related Party transaction(s), approval of Shareholders be and is hereby accorded to the Board of

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Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise) with Vizag Profiles Private Limited, related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, for Sale, Purchase of Goods or Services and lease rent, on such terms and conditions as the Board of Directors may deem fit, up to a maximum value of Rs.200 Crore for the financial year 2023-24.

RESOLVED FURTHER THAT the Board of Directors, Company Secretary or Chief Financial Officer of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.”

By Order of the Board of Directors For Steel Exchange India Limited

Sd/-

Place: Hyderabad Date: 11.04.2023

Raveendra Babu M Company Secretary M.No: A34409

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Notes:

1. The businesses mentioned above require the consent of the members of the Company through Postal Ballot by e-voting.

2. The relevant details required to be given under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of directors seeking appointment / re-appointment are given in Annexure.

3. The explanatory statement pursuant to Section 102 of the Companies Act read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, setting out material facts and reasons in relation to the proposed businesses are mentioned in Item No.1 to Item No. 4

4. In terms of the General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 22/2020 dated 15th June 2020, 33/2020 dated 28th September 2020, 39/2020 dated 31st December 2020 and 10/2021 dated 23rd June 2021, Circular No. 20/2021 dated 8th December, 2021 Circular No. 03/2022 dated 05.05.2022 and Circular No. 11/2022 dated December 28, 2022, (collectively referred to as “MCA Circulars”), this Notice along with the instructions regarding e- voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants and whose names appear in the register of members/list of beneficial owners as on the Cut-off date i.e., Friday, 7[th] April, 2023. Member(s) whose names appear on the Register of Members/ List of Beneficial Owners as on the Cut-off date will be considered for the purpose of e-voting. Members may note that this Notice also will be available on the Company’s website, www.seil.co.in and on the website of Central Depository Services (India) Ltd. (“CDSL”), www.evotingindia.com. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member on the Cut-off date shall treat this notice for information purpose only. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot. However, the Company will send Postal Ballot Notice by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the above said MCA Circulars.

5. In compliance with the provisions of Sections 108 and 110 of the Act and Rule 20 of 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 provides the Members the facility to exercise their right to vote by electronic means through e-voting services provided by CDSL and the business may be transacted through such voting only. The instructions for e-voting are annexed to this Notice.

6. The Postal Ballot (e-voting) period shall commence on Thursday, April 13, 2023 from 09.00 a.m. (IST) and shall end on Friday, May 12, 2023 at 05:00 p.m. (IST). E-voting shall not be allowed beyond the said date and time.

7. The Board of Directors of the Company (“the Board”), have appointed M/s B S S & Associates, Company Secretaries, Hyderabad as the Scrutinizer, for conducting the said Postal Ballot through remote e-voting process in a fair and transparent manner.

8. All documents referred to in this Notice will be available for inspection electronically until the

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last date of e-Voting. Shareholders seeking to inspect such documents can send an email to cs@seil.co.in.

1. The Notice has also been placed on Company’s website: www.seil.co.in and CDSL’s e voting website i.e., www.evotingindia.com and will also be available on the website of stock exchanges i.e.,www.bseindia.com And www.nseindia.com

2. In case the shareholder has not registered his/her/their email addresses with the Company / its RTA / Depositories and or not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed.

3. Members are requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holding with the Company’s RTA, Venture Capital and Corporate Investments Private Limited at “AURUM”, DOOR No.4-50/P-II/57/4F & 5F, PLOT No.57, 4th & 5th FLOORS, JAYABHERI ENCLAVE PHASE – II, GACHIBOWLI, HYDERABAD – 500 032 .

4. A Member cannot exercise his vote by proxy on Postal Ballot through remote e-voting.

5. The Resolutions, if passed by requisite majority, Shall be deemed to have been passed on the last date of the voting period i.e., Friday, May 12, 2023.

THE INTRUCTIONS FOR E-VOTING IS AS UNDER:

• (i) The Postal Ballot (e-voting) period begins on Thursday, April 13, 2023 from 09.00 a.m. (IST) and shall end on Friday, May 12, 2023 at 05:00 p.m. (IST). 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 7[th] April, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/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.

• (iii) 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 for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their
Shareholders existing user id and password. Option will be made available to reach e-
holding Voting page without any further authentication. The URL for users to login to
securities in Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit
Demat mode www.cdslindia.com and click on Login icon and select New System Myeasi.
with CDSL 2) After successful login the Easi / Easiest user will be able to see the e-Voting
Depository 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. Additionally, there is also links
provided to access the system of all e-Voting Service Providers i.e.
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting
service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page or click on
https://evoting.cdslindia.com/Evoting/EvotingLogin 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 1) If you are already registered for NSDL IDeAS facility, please visit the e-
Shareholders Services website of NSDL. Open web browser by typing the following URL:
holding https://eservices.nsdl.com either on a Personal Computer or on a mobile.
securities in 2) Once the home page of e-Services is launched, click on the “Beneficial
demat mode Owner” icon under “Login” which is available under ‘IDeAS’ section. A new
with NSDL screen will open. You will have to enter your User ID and Password. After
Depository successful authentication, you will be able to see e-Voting services.
3) 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.
4) If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select “Register Online for IDeAS
“Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
5) 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.
6) 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.
7) 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 remote e-Voting period.
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Individual Shareholders (holding securities in demat mode) login through theirDepository Participants

1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. 2. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. 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 remote e-Voting period.

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

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comorcontact at toll freeno. 1800 22 55 33.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (iv) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

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For Physical shareholders and other than individual shareholders holding shares in
Demat.
PAN Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA
or contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
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10

Bank Details your demat account or in the company records in order to login. OR Date of  If both the details are not recorded with the depository or company, please Birth (DOB) enter the member id / folio number in the Dividend Bank details field.

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders 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.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN for the relevant on which you choose to vote.

• (ix) 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.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) 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.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification

• (xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote e-Voting only.

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

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• 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 helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned 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

11

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; cs@seil.co.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. 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 .

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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 helpdesk.evoting@cdslindia.com or call on contact at toll free no. 1800 22 55 33

1112

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013:

As required under Section 102 of the Companies Act, 2013, the following explanatory statement sets out all the material facts relating to the special businesses mentioned in the accompanying Notice.

Item 1: Revision and increase in remuneration payable to Mr. B Ramesh Kumar (DIN: 00206293), Joint Managing Director of the Company

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 14th February, 2023 approved the revision in remuneration of Mr. Bandi Ramesh Kumar (DIN: 00206293) Joint Managing Director of the Company with retrospective effect from 15.02.2023, for the remaining period of his tenure up to 08th February, 2024 in accordance with the provisions contained in Section 196 and 197 Schedule V of the Companies Act, 2013 and on terms and conditions including remuneration and perquisites etc., as mentioned below.

Tenure	15thFebruary, 2023 to 8thFebruary, 2024.
Salary	Rs.7,00,000 (Rupees Seven Lakhs only) per month with effect from 15thFebruary, 2023.
Performance Bonus/Benefit	Nil
Perquisites	In addition to salary and Performance Bonus/Benefit as above said, the Joint Managing Director will be eligible for perks and allowances subject to a maximum of 75% of salary and these perquisites/ allowances may include the following. Valuation of all perquisites shall be done in accordance with the provisions of the Income Tax Act, 1961 and rules made thereunder. In the absence of any such rule, perquisites shall be evaluated at actual cost. a. Reimbursement of medical expenses actually incurred for self and his family members including dependent parents of appointee. b. House Rent Allowance at 10% of Salary per month / Rent free accommodation. c. Leave travel concession for self and family including dependent parents of appointee to and from any place in India and abroad once in a year in accordance with the rules of the Company. d. Club fees subject to a maximum of 2 clubs will be allowed, provided that no admission or life membership fees shall be paid. e. Personal accident insurance for a premium amount, which shall not exceed Rs.2,50,000.00 per annum. f. Use of Company's car with driver for business purposes. g. Use of telephone and other communication facilities at residence for business purposes. h. Any other perquisite that may be allowed as per the guidelines issued by the Central Government from time to time.
Other benefits	The Joint Managing Director will be eligible for: a. Company's contribution to Provident Fund as per the rules of the Company. b. Company's contribution to Pension / Superannuation fund as per rules of the Company. c. Gratuity payable in accordance with the approved fund at a rate not exceeding one-half month's salary for each completed year of service as per rules of the Company.

1311

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d. Encashment of leave at the end of tenure as per rules of the Company.
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• Minimum In the event of Company having no profits or its profits are inadequate in any financial year during the tenure of the appointment, then the remuneration of Joint

• Remuneration Managing Director shall be governed by the Section II of Part II of the Schedule V to the Companies Act, 2013 as amended from time to time.

	d. Encashment of leave at the end of tenure asper rules of the Company.
Minimum Remuneration	In the event of Company having no profits or its profits are inadequate in any financial year during the tenure of the appointment, then the remuneration of Joint Managing Director shall be governed by the Section II of Part II of the Schedule V to the Companies Act,2013 as amended from time to time.

The Board of Directors recommends the resolution in relation to the revision of remuneration payable to the Joint Managing Director for the approval of the members of the Company.

This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Companies Act, 2013 and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Except Mr. B. Ramesh Kumar himself, Mr. B. Satish Kumar and Mr. B. Suresh Kumar and their relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise in this resolution set out at item no. 1.

Approval of the members is required by way of Special Resolution for payment of remuneration. The disclosure pursuant to Secretarial Standards-2 is provided at Annexure to this Notice.

Information pursuant to Schedule V of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Directors fixation of remuneration in the ensuing General Meeting is as follows.

	I. General Information	I. General Information	I. General Information
1	Nature of industry		The Company is a leading manufacturer of Steel with “Simhadri TMT” Bars and Power Production.
2	Date or expected date of commencement of commercial production		24.02.1999
3	In case of new companies, expected date of commencement activities as per project approved by financial institutions appearing in the Prospectus		Not Applicable
4	Financial performance based on given indicators		(Rupees in Lakhs)
			Description 2021-22 2020-21 2019-20 Total Revenue 111974.56 92204.77 79142.14 Total Expenditure 110526.22 77941.50 75225.16 Profit/(loss) Before Tax 1448.33 14263.27 3916.98 Net current tax Expense - (265.30) (2512.51) Net Profit /(loss) 11636.57 14009.64 6416.44
5.	Foreign investments or collaborations,if any		Nil

1114

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II. Information on about the appointee
B Ramesh Kumar
1 Background details He is an electrical engineering graduate from NITK-
Surathkal. He started his career in Bhadrachalam
Paper boards (ITC Group Company) as a
Management Trainee. Thereafter he worked with
Vizag Steel Plant (RINL) at Visakhapatnam from
1990 till 2000. During this period, he worked in
various capacities serving departments like
maintenance, materials management, marketing
and systems. He is associated with Steel Exchange
India Limited since inception in different capacities
2 Past Remuneration Rs.60.00 Lakhs per year
3 Recognition or awards N.A
4 Job profile and his suitability As Joint Managing Director of the Company he is
responsible for the Plant operations and Accounts
and Finance of the Company, subject to the
superintendence, guidance and control of the
Board of Directors. Taking into account his
previous experience, educational background,
knowledge about the industry and the nature and
size of operations of the Company, he is a fit and
proper person as the Joint Managing Director of
the Company.
5 Remuneration proposed The remuneration details are provided in the
resolution and explanatory statement.
6 Comparative remuneration Profile Taking into consideration the size of the
with respect to Industry, size of the Company, the profile of Mr. B Ramesh Kumar and
company, profile of the position the responsibilities shouldered on him and the
and person industry bench marks, the proposed
remuneration is reasonable, justified and
commensurate with the remuneration packages
paid in the comparable Companies.
7 Pecuniary relationship directly or Brother of Mr. B Satish Kumar, Managing Director
indirectly with company or and Mr. B Suresh Kumar, Joint Managing Director
relationship with the managerial of the Company
personnel or other director, if any
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1511

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III. Other Information
1 Reasons of loss or inadequate The company did not incur any loss in the year
profits 2021-22 and barring unforeseen circumstances,
there is no likelihood of the company incurring
any loss during his proposed tenure as the Whole
Time Director designated Joint Managing
Director.
2 Steps taken of proposed to be taken The Company has initiated various steps to
for improvement improve its operational performance/liquidity,
including lowering its operating cost, Improved
productivity and cost control measures have been
put in place.
3 Expected increase in productivity The Company expects that the improvement in
And profits in measurable terms steel demand will enable increase in production
levels and profitability. The management
continues to be optimistic towards the external
economic environment and expects steel
demand to become more consistent and robust
in the current financial year. Further, the
company successfully various steps (including
debt resolution scheme with lenders) taken
would contribute in increased revenues and
higher margins.
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Item 2 To appoint Mr. Veera Brahma Rao Arekapudi (DIN: 07540040) Non-Executive Independent Director of the Company:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Veera Brahma Rao Arekapudi, as an Additional Director designated as Independent Director of the Company, with effect from February 14, 2023, under Section 149, 150, 152 and 161 of the Companies Act, 2013 and Articles of Association of the Company subject to the approval of Members and any other approval as may be required from time to time.

Pursuant to amendment (effective from 1st January 2022) to Regulation 17(1C) and 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the appointment of Mr. Veera Brahma Rao Arekapudi shall be approved by shareholders by way of a Special Resolution at the next general meeting or within a time period of three months, from the date of the said appointment, whichever is earlier.

The Company has received a declaration from Mr. Veera Brahma Rao Arekapudi, being eligible for appointment as Independent Director providing his consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time. He is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time.

The Company has also received a declaration from Mr. Veera Brahma Rao Arekapudi under Section 149(7) of the Companies Act, 2013, under the Regulation 25(8) of the SEBI Listing Regulations, to the effect that he meets the criteria of independence, confirming that he does not have any interest in any member and fiduciary relationship with any of the shareholders of the Company and do not have any interested positions in commercial contracts and financial affairs of the Company.

1624

In terms of Section 160 of the Act, the Company has received a notice in writing from a member proposing the candidature of Mr. Veera Brahma Rao Arekapudi to be appointed as an Independent Director of the Company as per the provisions of the Act.

Mr. Veera Brahma Rao Arekapudi was

• Selected as Member (T) of National Company Law Tribunal (NCLT) by the Appointments Committee of the Cabinet (ACC), Government of India in the year 2019. Held the position in Kochi Bench as well as Hyderabad Bench.

• During his tenure several landmark judgements were livered which were appreciated and upheld by NCLAT as well as Hon’ble Supreme Court. Further several suggestions given by me in the colloquiums were implemented and accordingly the Insolvency and Bankruptcy Code (IBC) was amended.

• Appointed as Member of High-level Committee to study and recommend for faster disposal of cases filed under IBC and;

• Had exposure in diverse field of Banking during my stint with SBI for over 33 years as a finance professional. Chaired the meetings of Zonal Office Credit Committee (ZCC) for high value credit and stressed asset resolution. Deputed by the Bank as CEO of Trust Exchange Company, Doha (Qatar).

• Worked in SBI Central Board Secretariat – Apex Policy Making Body of the Bank and conducted Central Board as well as other Board meetings at stipulated intervals.

• Worked as Nominee Director in Utkal Gramya Bank, Orissa and Orissa State Warehousing Corporation.

In the opinion of the Board, Mr. Veera Brahma Rao Arekapudi fulfils the conditions specified in the Act, the SEBI Listing Regulations, and is independent of the management. The Board considers that his association would be of immense benefit to the Company, and it is desirable to avail services of Mr. Veera Brahma Rao Arekapudi as an Independent Director. Mr. Veera Brahma Rao Arekapudi meets the following skills and capabilities required for the role as an Independent Director, as have been identified by the Board of Directors of the Company:

• Strategy Planning & Diversification– Mr. Veera Brahma Rao Arekapudi has experience in leading well-governed large organisations, with an understanding of organisational systems and processes complex business and regulatory environment, strategic planning and risk management, understanding of emerging local and global trends and management of accountability and performance. He has an extensive knowledge of investment banking and has a strategic vision in terms of diversification of a business.

• Financial performance – he has a leadership experience in handling financial management of a large organisation along with an understanding of accounting and financial statements as well as leadership experience in investment banking and private equity.

Except Mr. Veera Brahma Rao Arekapudi, being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in the Notice.

The Board of Directors based on the recommendations of the Nomination and remuneration Committee considers the appointment of Mr. Veera Brahma Rao Arekapudi as an Independent Director in the interest of the Company and recommends the Special Resolution as set out in the Notice for approval of Members.

Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are set out in the Annexure to the Explanatory Statement. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.

2417

Item No. 3 & 4: Approval for Material Related Party Transactions of the Company for the Financial Year 2023-24:

The Members of the Board of Steel Exchange India Limited ('SEIL'/'Company'), on 14[th] February 2023 and Members of Audit Committee of Steel Exchange India Limited ('SEIL'/'Company'), had, on 29[th] March 2023, granted an omnibus approval for related party contract(s) / arrangement(s) for a value of Rs. 300 crores with SAWP Steel Limited and Rs. 200 crores with Vizag Profiles Private Limited for FY 2023-24 for procurement of Required Raw Material and other services from M/s. Vizag Profiles Private Limited & M/s. SWAP Steel Limited. The estimated value of the contract(s) / arrangement(s) exceeds the threshold limit of 10% of the annual consolidated turnover as per the last audited financial statements of the Company for FY 2021-22 and unaudited financial Statement of the Company for quarter and Nine Month of December, 2022, then amounting to a material related party transaction in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

To ensure that the operations of the Company are not interrupted, approval of the Members is being sought, for entering into related party transaction(s) with M/s Vizag Profiles Private Limited and M/s SAWP Steel Limited for a maximum Rs. 300 crores with M/s SAWP Steel Limited and Rs. 200 crores with M/s Vizag Profiles Private Limited for FY 2023-24. As per the requirements of Regulation 23(4) of the Listing Regulations, all material related party transactions shall require the approval of members through a Resolution.

Further, explanation to Regulation 23(1) of the Listing Regulations provides that a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during the financial year, exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company and unaudited financial Statement of the Company for quarter and Nine Month of December, 2022. M/s Vizag Profiles Private limited and M/s SAWP Steel Limited both are related parties in terms of Regulation 2(1) (zb) of the Listing Regulations.

The estimated maximum value of the above-mentioned transaction(s) with each of the said related parties for FY 2023-24 is expected to breach the materiality threshold of 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company for FY 2021-22 and unaudited financial Statement of the Company for quarter and Nine Month of December, 2022. Hence, to ensure uninterrupted operations of the Company, it is proposed to secure the Members' approval for related party contract(s)/arrangement(s) to be entered into with M/s Vizag Profiles Private limited and M/s SAWP Steel Limited for a maximum value as specified above for FY 2023-24.

Your Company requires sufficient raw materials for smooth operations of the company and to ensure stability of supplies in terms of quality and logistics, your Company proposes to enter into transaction(s) with M/s. Vizag Profiles Pvt. Ltd. and M/ s. SAWP Steel Ltd., which are related parties of the company.

Section 188 of the Act and the applicable Rules framed thereunder provide that any Related Party Transaction will require prior approval of shareholders through ordinary resolution, if the aggregate value of transaction(s) amounts to 10% or more of the annual turnover of the Company as per last audited financial statements of the Company and unaudited financial Statement of the Company for quarter and Nine Month of December, 2022. Accordingly, transaction(s) entered into with the both entities come within the meaning of Related Party transaction(s) in terms of provisions of the Act, applicable Rules framed thereunder read with the Listing Regulations.

In the Audit Committee meeting held on March 29, 2023, the Management provided all the information

2418

relevant details of the proposed RPTs, including material terms and basis of pricing, justification for the requirement of transactions. The Audit Committee, after reviewing all necessary information, granted its approval for entering into the below mentioned material related party transactions. The Audit Committee also noted that the said transactions will be at an arm’s length pricing basis and will be in the ordinary course of business.

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Details of proposed transactions between the
Sl.
Description Company and its related parties
No.
Resolution No. 3 Resolution No. 4
Summary of information provided
by the Management to the Audit
1
Committee for approval of the
proposed related party transaction
Name of the related party and its M/s SAWP Steel M/s Vizag Profiles
relationship with the listed entity Limited Private Limited
or its subsidiary, including nature (Common Director)
(a) of its concern or interest (financial Relatives of Key
or otherwise); management
personnel exercise
significant influence
Type, material terms, monetary Sale, purchase or Sale, purchase or
value and particulars of the supply of goods or supply of goods or
proposed related party transaction materials Availing or materials Availing or
(b)
(including tenure & value of rendering of services rendering of services
transaction) and leasing of and leasing of property
property
Tenure of the Proposed 01.04.2023 to 01.04.2023 to
(c)
Transaction 31.03.2024 31.03.2024
(d) Value of the Proposed Transaction Rs. 300Cr Rs. 200Cr
Percentage of the Company’s
annual consolidated turnover, for
the immediately preceding
(e) 27.29% 18.19%
financial year, that is represented
by the value of the proposed
related party transaction.
RPT involving a subsidiary, such
percentage calculated on the basis
(f) NA NA
of the subsidiary’s annual turnover
on a standalone basis.
Justification for the proposed Arrangement is Arrangement is
2 related party transaction commercially commercially
beneficial. beneficial.
Details of proposed transactions
relating to any loans, inter-
3 corporate deposits, advances or Not Applicable Not Applicable
investments made or given by the
Company or its subsidiary.
A statement that the valuation or
other external report, if any, relied
4 Not Applicable Not Applicable
upon by the listed entity in relation
to the proposed transaction will be
2419
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made available through the
registered email address of the
shareholders
Percentage of counterparty’s 25 17
annual consolidated turnover that
5
is represented by the value of the
proposed related party transaction
Any other information that may be All important All important information
relevant information forms part forms part of the
6 of the Explanatory Explanatory Statement of
Statement of this this Notice.
Notice.
----- End of picture text -----

Members may note that in terms of the provisions of Regulation 23(4) of the Listing Regulations, the related parties as defined thereunder (whether such related party(ies) are a party to the aforesaid transactions or not), shall not vote to approve the Resolution under Item No.3 & 4.

Except Shri B Suresh Kumar, Shri B Suresh, Shri V V Krishna Rao, and their relatives, none of the Directors and/or Key Managerial Personnel of the Company and/or their relatives (to the extent of their shareholding in the Company, if any) are concerned or interested, either directly or indirectly, in the Resolution mentioned at Item No. 3 & 4 of the Notice.

2420

Annexure In terms of SEBI Circular, No CIR/CFD/CMD/4/2015 dated September 9, 2015 and Regulation 36(3) of SEBI (LODR)Regulations 2015, and Secretarial Standard (SS-2) issued by the Institute of Company Secretaries of India the details are as under:

	Name of Director	Name of Director	Mr. Veera Brahma Rao Arekapudi
	DIN		07540040
	Date of Birth		20/10/1957
	**Age **		65years
	Date of First Appointment on the Board		14thFebruary, 2023, Non-Executive Independent Director of the Company
	Qualifications		Educational Qualifications  M.Com from Andhra University – 1978  Masters in Financial Management (MFM) from Jamnalal Bajaj Institute of Management Studies- JBIMS – University of Mumbai – 2004  Post Graduate Diploma in SECURITIES LAW from Government Law College, Mumbai - 2017  Post Graduate Diploma In ALTERNATE DISPUTE RESOLUTION – (ADR) from NALSAR, Hyderabad – 2022 Professional Qualifications:  CAIIB (Certified Associate of Indian Institute of Bankers)  Certificate Exam in Rural Banking from Indian Institute of Bankers  Qualified INSOLVENCY PROFESSIONAL by Insolvency and BankruptcyBoard of India(IBBI)
	Experience and expertise in Specific functional Area		Experience and Exposure: a)Member (Technical), NCLT:  Selected as Member (T) of National Company Law Tribunal (NCLT) by the Appointments Committee of the Cabinet (ACC), Government of India in the year 2019. Held the position in Kochi Bench as well as Hyderabad Bench.  During his tenure several landmark judgements were livered which were appreciated and upheld by NCLAT as well as Hon’ble Supreme Court. Further several suggestions given by me in the colloquiums were implemented and accordingly the Insolvency and Bankruptcy Code (IBC) was amended.  Appointed as Member of High-level Committee to study and recommend for faster disposal of cases filed under IBC. b)Banking and Financial Sector Professional:  Had exposure in diverse field of Banking during my stint with SBI for over 33 years as a finance professional. Chaired the meetings of Zonal Office Credit Committee (ZCC) for high value credit and stressed asset resolution. Deputed by the Bank as CEO of Trust Exchange Company, Doha (Qatar).  Worked in SBI Central Board Secretariat – Apex Policy Making Body of the Bank and conducted Central Board as well as other Board meetings at stipulated intervals.  Worked as Nominee Director in Utkal Gramya Bank, Orissa and Orissa State WarehousingCorporation.
2~~4~~ 21

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Terms and conditions of As per the Nomination, Remuneration & Board Diversity Policy of the
appointment or re- Company as placed on the Company’s website i.e. www.seil.co.in
appointment
Number of meetings of NIL
the Board attended
during the financial year
2022-23
Remuneration last drawn NA
Details of remuneration No remuneration is proposed except sitting fee for attending Board and
sought to be paid.
Committee Meetings of the Company
Disclosure of relationship Mr. Veera Brahma Rao Arekapudi is not related to directors of the
between directors company.
Directorships in other 1. VSF Projects Limited
Companies (excluding
foreign companies)
No. of listed entities in 1. VSF Projects Limited
which the person also
holds the directorship
Listed entities from which NA
the person has resigned
in the past three years
No. of listed entities in NIL
which the person also
holds the membership of
Committees
Shareholding in Steel NIL
Exchange India Limited
Information as required Mr. Veera Brahma Rao Arekapudi is not debarred from holding the
pursuant to BSE Circular office of Director by virtue of any SEBI Order or any such authority.
no. LIST/COMP/14/2018-
19 and Circular of
National Stock exchange
of India Limited having
Ref No.
NSE/CML/2018/24 dated
June 20, 2021.
Skills and capabilities Out of the Skills and capabilities identified by the Board, Mr. Veera
required for the role and Brahma Rao Arekapudi possess skill sets pertaining to - ‘Strategy and
the manner in which the strategic planning’, ‘Policy development’, ‘Financial Expertise’, ‘Risk and
proposed person meets compliance oversight’. Mr. Veera Brahma Rao Arekapudi has varied
such requirements and strong expertise in relation to Banking and Financial Sector.
Including nature of
expertise in specific
functional areas
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2224

Additional information of Mr. B Ramesh Kumar as required under SS -2 notified under Section 118 (10) of the Companies Act, 2013 is as follows:

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Sl.No Name of the Director B Ramesh Kumar
1. Category Executive Director
2. DIN 00206293
3. Date of Birth 05/06/1962
4. Age 60 Years
5. Nationality Indian
6. Date of Appointment 09.02.2021
7. Qualification B.E
8. Occupation Business
9. Terms and conditions As per the Nomination, Remuneration & Board Diversity Policy of
the Company as placed on the Company’s website i.e.
ww.seil.co.in
10. Remuneration sought to be 84 Laks p.a
paid
11. remuneration last drawn by 60 Lakhs p.a
such person
12. Expertise Rich Experience of more than 32 years in Steel and software
Industries
13. Relationship with Directors Brother of Mr. B. Satish Kumar and Mr. B. Suresh Kumar
14. Directorships in other 1. SIMHADRI PELLETS INDIA LIMITED
companies
15. Chairman/Member of the NIL
committee of the Board of
Directors
16. Number of Equity Shares held 1,60,14,690 Equity Shares of Rs 1/- each
in the Company
17. The number of Meetings of 4 Meetings
the Board attended during
the year
Names of listed entities in NA
which the person also holds
18. the directorship and the
membership of Committees
of the board
----- End of picture text -----

By Order of the Board of Directors For Steel Exchange India Limited

Sd/Raveendra Babu M Company Secretary M.No: A34409

Place: Hyderabad Date: 11.04.2023

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Important Communication to Members :

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses in respect of electronic holdings with the Depository through their concerned Depository Participants and members who hold shares in physical form, may register the same with:

Registrars and Share Transfer Agents: VENTURE CAPITAL AND CORPORATE INVESTMENTS PRIVATE LIMITED “AURUM”, DOOR No.4-50/P-II/57/4F & 5F, PLOT No.57, 4th & 5th FLOORS, JAYABHERI ENCLAVE PHASE – II, GACHIBOWLI, HYDERABAD – 500 032. Phone Nos. 23818475, 23868257, 35164940 Email Id: investor.relations@vccipl.com Web: www.vccipl.com

Company: The Company Secretary, Steel Exchange India Limited, D.No:1-65/K/60, Plot No:60, Abhis Hiranya, 1[st] Floor, Kavuri Hills, Hyderabad - 500081, Telephone: +91–40–23403725 or 040-40033501 Email: cs@seil.co.in, or csravindra.seil@gmail.com or seilsecretarial@gmail.com.

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//Thankyou//

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