Usha Martin Ltd. — AGM Information 2018

Sep 18, 2018

2A, Shakespeare Sarani, Kolkata (formerly Calcutta) - 700 071, India Phone: (00 91 33) 71006300/599, Fax: (00 91 33) 2282 9029, 71006400/500 CIN: L31400WB1986PLC091621 Website: www.ushamartin.com

UML/SECT/

September 18, 2018

The Secretary The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street Mumbai - 400 001 [Scrip Code:517146]

usha mari

Societe de la Bourse de Luxembourg 35A Bouleverd Joseph II L-1840, Luxembourg [Scrip Code: US9173002042]

The Secretary National Stock Exchange of India Ltd Exchange Plaza, 5^th Floor. Plot No.C/1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051 [Scrip Code: USHAMART]

Dear Sir/Madam,

32^nd Annual General Meeting

Pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Regulations"), a summary of the proceedings of the 32^nd Annual General Meeting (AGM) of the Company held on Tuesday, 18th September 2018 at Vidya-Mandir, 1 Moira Street, Kolkata-700017 is enclosed for your record.

All Resolutions for approval at the 32^nd AGM, as set out in the Notice dated 18^th June 2018 were proposed and put to vote by Ballot at the AGM venue as well. The voting results, in the prescribed format in terms of Regulation 44(3) of the Regulations will be submitted subsequent to the Scrutiniser providing the voting result.

Thanking you,

Yours faithfully, For Usha Martin Limited

Shampa Ghosh Ray Company Secretary

Enclosed: as mentioned above

2A, Shakespeare Sarani, Kolkata (formerly Calcutta) - 700 071, India Phone: (00 91 33) 71006300/599, Fax: (00 91 33) 2282 9029, 71006400/500 CIN: L31400WB1986PLC091621 Website: www.ushamartin.com

Summary of the Proceedings of the 32^nd Annual General Meeting

The 32^nd Annual General Meeting (AGM) of the Members of Usha Martin Limited was convened at 11.30 A.M on Tuesday, 18^th September, 2018 at Vidya Mandir, 1 Moira Street, Kolkata - 700 017 and concluded at 1.00 P.M

• Mr. G N Baipai, Chairman of the Company, chaired the Meeting in accordance with the provision of the Articles of Association of the Company. The requisite quorum being present, the business at the Meeting was taken up and quorum remained present throughout the Meeting. 559 members were present in person or through proxy at the Meeting.
• The Chairman of the Meeting covered the items of Ordinary Business and $\bullet$ Special Business at the Meeting, as listed under Serial Nos. 1 to 6. Opportunity was given to all attending Members to seek clarifications on the Resolutions placed at the meeting and accordingly the same were addressed by the Chairman of the Meeting.
• The facility of casting votes by remote e-voting was provided to Members $\bullet$ from 9:00 A.M. on 15^th September, 2018 till 5:00 P.M. on 17^th September 2018. Voting through Ballot Paper was also provided at the AGM Venue.

The following items of business as per the Notice of the 32^nd AGM dated 18^th June 2018 were transacted:

Ordinary Business

• 1. Adoption of the financial statements of the company (both standalone and consolidated basis) for the year ended 31^st March, 2018 together with the Directors' and Auditors' Report thereon.
• 1. Appointment of a Director in place of Mr. Brij Kishore Jhawar (DIN: 00086200), who retires by rotation and being eligible, offered himself for reappointment.

Special Business

1. Re-appointment of Mr. Rajeev Jhawar [DIN: 00086164] as Managing Director of the Company for a term of five years effective from 19^th May 2018 to 18^th May 2023 and payment of remuneration of upto Rs. 1.48 Crore per_R annum for the period commencing from 19^th May 2018 to 18^th May 2021

KOLKATA 700 071

• 1. Approval of payment of an amount not exceeding Rs. 1.48 crore per annum calculated with reference to the 'effective capital' of the Company as on the preceding financial year in accordance with Section II, Part II of Schedule V of the Act to Mr. Pravin Kumar Jain, Jt. Managing Director (Wire & Wire Rope Business) (DIN: 02583519) of the Company for the period commencing from 1^st February, 2018 to 15^th January, 2019.
• 1. Ratification of remuneration of Rs. 1,75,000/- per annum (plus service tax as applicable and reimbursement of actual out of pocket expenses) payable to Messers Guha, Ghosh, Kar & Associates, the Cost Auditors of the Company for Financial Year ending 31^st March 2019.
• 1. Approval of new Memorandum of Association of the Company and that such Memorandum of Association be adopted in substitution, and to the entire exclusion, of the Clauses contained in the existing Memorandum of Association of the Company.

The voting results shall be intimated as and when the Scrutinizer's Report is available.

UML/SECT/ September 18, 2018

The Secretary The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street Mumbai – 400 001 [Scrip Code:517146]

Societe de la Bourse de Luxembourg 35A Bouleverd Joseph II L-1840, Luxembourg [Scrip Code: US9173002042]

The Secretary National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051 [Scrip Code: USHAMART]

Dear Sir/Madam,

32nd Annual General Meeting

Pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Regulations"), a summary of the proceedings of the 32nd Annual General Meeting (AGM) of the Company held on Tuesday, 18th September 2018 at Vidya-Mandir, 1 Moira Street, Kolkata-700017 is enclosed for your record.

All Resolutions for approval at the 32nd AGM, as set out in the Notice dated 18th June 2018 were proposed and put to vote by Ballot at the AGM venue as well. The voting results, in the prescribed format in terms of Regulation 44(3) of the Regulations will be submitted subsequent to the Scrutiniser providing the voting result.

Thanking you,

Yours faithfully, For Usha Martin Limited

Shampa Ghosh Ray Company Secretary

Enclosed: as mentioned above

Summary of the Proceedings of the 32nd Annual General Meeting

The 32nd Annual General Meeting (AGM) of the Members of Usha Martin Limited was convened at 11.30 A.M on Tuesday, 18th September,2018 at Vidya Mandir, 1 Moira Street, Kolkata - 700 017 and concluded at 1.00 P.M

• Mr. G N Bajpai, Chairman of the Company, chaired the Meeting in accordance with the provision of the Articles of Association of the Company. The requisite quorum being present, the business at the Meeting was taken up and quorum remained present throughout the Meeting. 559 members were present in person or through proxy at the Meeting.
• The Chairman of the Meeting covered the items of Ordinary Business and Special Business at the Meeting, as listed under Serial Nos. 1 to 6. Opportunity was given to all attending Members to seek clarifications on the Resolutions placed at the meeting and accordingly the same were addressed by the Chairman of the Meeting.
• The facility of casting votes by remote e-voting was provided to Members from 9:00 A.M. on 15th September, 2018 till 5:00 P.M. on 17th September 2018. Voting through Ballot Paper was also provided at the AGM Venue.

The following items of business as per the Notice of the 32nd AGM dated 18th June 2018 were transacted:

Ordinary Business

• 1. Adoption of the financial statements of the company (both standalone and consolidated basis) for the year ended 31st March, 2018 together with the Directors' and Auditors' Report thereon.
• 1. Appointment of a Director in place of Mr. Brij Kishore Jhawar (DIN: 00086200), who retires by rotation and being eligible, offered himself for reappointment.

Special Business

1. Re-appointment of Mr. Rajeev Jhawar [DIN: 00086164] as Managing Director of the Company for a term of five years effective from 19th May 2018 to 18th May 2023 and payment of remuneration of upto Rs. 1.48 Crore per annum for the period commencing from 19th May 2018 to 18th May 2021.

2. 1. Approval of payment of an amount not exceeding Rs. 1.48 crore per annum calculated with reference to the 'effective capital' of the Company as on the preceding financial year in accordance with Section II, Part II of Schedule V of the Act to Mr. Pravin Kumar Jain, Jt. Managing Director (Wire & Wire Rope Business) (DIN: 02583519) of the Company for the period commencing from 1st February, 2018 to 15th January, 2019.
3. 1. Ratification of remuneration of Rs. 1,75,000/- per annum (plus service tax as applicable and reimbursement of actual out of pocket expenses) payable to Messers Guha, Ghosh, Kar & Associates, the Cost Auditors of the Company for Financial Year ending 31st March 2019.
4. 1. Approval of new Memorandum of Association of the Company and that such Memorandum of Association be adopted in substitution, and to the entire exclusion, of the Clauses contained in the existing Memorandum of Association of the Company.

The voting results shall be intimated as and when the Scrutinizer's Report is available.