Welspun Corp Limited — Proxy Solicitation & Information Statement 2021

Oct 29, 2021

October 29, 2021

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WCL/SEC/2021

To,

	BSE Ltd. Department of Listing, P. J. Towers, Dalal Street, Mumbai – 400 001. (Scrip Code: Equity - 532144), NCD – 948505, 960468 and 960491)	National Stock Exchange of India Ltd. Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051. (Symbol: WELCORP, Series EQ)

Dear Sir / Madam,

Sub.: Notice of Extra Ordinary General Meeting & E- Voting Information.

Pursuant to Regulations 30 and 44 and other applicable regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, kindly find enclosed the Notice of Extra Ordinary General Meeting (EOGM) of the Company to be held on Tuesday, November 23, 2021 via Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) at 11:00 am .

Please be informed that the Company is providing e-voting facility to its members in respect of the resolutions to be passed at the EOGM. The Company has engaged the services of National Securities Depository Limited as the authorized agency to provide remote e-voting facility. The remote e- voting facility shall be kept open from Saturday, November 20, 2021 (9:00 a.m.) to Monday, November 22, 2021 (5:00 p.m.) for the members to cast their votes electronically. The Cut-Off Date for voting (including remote e-voting) shall be Tuesday, November 16, 2021 . The detailed instructions with respect to voting have been mentioned in the Notice of EOGM.

In accordance with the aforesaid MCA Circulars and SEBI Circular, the Notice of the EOGM is being dispatched only by electronic mode to those members whose email addresses are registered with the Company/ Depository Participants.

Please take the same on record.

Thanking you.

Yours faithfully,

For Welspun Corp Limited

Digitally signed by Pradeep Joshi DN: c=IN, o=Personal, title=7317, Pradee pseudonym=31a91272e648617cac0c0b1a898b8dc3ca87a9e20b13c02fbe8e6ed30dceda2f, 2.5.4.20=329b1508f565adb252f9f71191c4 842ed52aa4437dda7c7fa086f97b74e32bf 7, postalCode=400101, st=Maharashtra, serialNumber=39cc5c7d3d658812a3f2b81 04efd7451f0cf3737a7a2caa1e22b1a327bc p Joshi c119c, cn=Pradeep Joshi Date: 2021.10.29 18:56:38 +05'30' Pradeep Joshi Company Secretary FCS-4959

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WELSPUN CORP LIMITED

CIN : L27100GJ1995PLC025609

Registered Office : Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Pincode–370110. Board No.: +91 2836 662079, Fax No. + 91 2836 279060,

Corporate Office : Welspun House, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai, Pincode–400013. Board : +91 -22-66136000 Fax: +91-22-2490 8020. Email : CompanySecretary_WCL@welspun.com Website: www.welspuncorp.com

N O T I C E

NOTICE is hereby given that an Extra Ordinary General Meeting of the members of Welspun Corp Limited will be held on Tuesday, November 23, 2021 via Video Conference or Other AudioVisual Means at 11:00 am to transact the businesses mentioned below.

The proceedings of the Extra Ordinary General Meeting (“EoGM”) shall be deemed to be conducted at the Registered Office of the Company at Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat – 370110 which shall be the deemed venue of the EoGM.

SPECIAL BUSINESS:

• 1) TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:

AMENDMENT TO THE OBJECT CLAUSE IN THE MEMORANDUM OF ASSOCIAITON.

“RESOLVED THAT pursuant to the provisions of Section 4 and 13 of the Companies Act, 2013, including any statutory modifications, amendment or re-enactments thereto, and the rules and regulations made thereunder (collectively “the Act”), and subject to the approval of statutory or regulatory authority, as may be necessary, the approval of the members of the Company be and is hereby accorded to the following amendments in the Memorandum of Association of the Company:

1. To renumber the existing Main Object Clause III(A)(1), III(A)(1-A) through III(A)(1-F) and III(A)(2) to III(A)(3) as Object Clause III(A)(1) through III(A)(9).

2. To shift the Other Object Clause Nos. III(C)65 to III(C)67 after the existing Clause No. III(A)(9) as new consolidated Clause III(A)(10) as under:

III(A)(10): To carry on the business of mining, quarrying, prospecting, exploring, opening and working, deriving, discovering, searching, refining and preparing for drill and sink shafts or well and to pump, raise, dig and quarry for oil, petroleum and other ores & minerals and the business of procuring, developing and supplying technical know-how, patent, inventions, drawings, designs, and other scientific formulae, and processes for the manufacture of processing or erection of machinery or plant for such manufacturing and processing and for the working of mines, oil wells and other sources of minerals and deposits and for search and discovery and testing of mineral deposits and of rendering services in connection with the provisions of such technical know-how.

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1. To insert the following Clauses as Clause Nos. III(A)(11) to III (A) (13) after the Clause No. III(A)(10).

III(A)(11)To carry on the business as manufacturers of, and dealers in all kinds of polymer and polymer products and raw materials used for the manufacture of polymer, custom moulded products which are used by the polymer processing industries to convert polymer in desired semifinished or finished forms and components, assemblies, replacement parts, spare parts, accessories, tools and implements made from polymers for all kind of vehicles, and pipes & other hollow tubular structures used for storage and transportation of fluid and other materials.

III(A)(12)To carry on the business as manufacturers of and dealers in water treatment equipment, effluent treatment equipment, pollution control equipment and other equipments useful for controlling and regulating the working of factories and industries reducing hazards to the person and property of human beings arising out of the working of such factories and industries.

III(A)(13).To carry on the business of manufacturing, fabricating and dealing in as wholesalers, retailers, general merchants, commission agents, concessionaries, exporters, importers and traders in all types of building and construction materials, equipment, machineries and technologies.

1. Deletion of Other Object Clause

To delete “Other Objects” Clause i.e. III(C) in the Memorandum of Association.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee thereof, which may exercise its powers, including the powers, conferred by this resolution) be and is hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

2) TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:

APPROVAL FOR INCREASE IN THE LIMITS UNDER SECTION 186 APPLICABLE FOR MAKING INVESTMENTS / EXTENDING LOANS AND GIVING GUARANTEES OR PROVIDING SECURITIES IN CONNECTION WITH LOANS TO PERSONS / BODIES CORPORATE.

“RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 (the “Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the Act (including any statutory modification thereof for the time being in force and as may be enacted from time to time) and subject to such approvals, consents, sanctions and permissions, as may be necessary and all other provisions of applicable laws, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include, unless the context otherwise requires, any committee of the Board or

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any officer(s) authorized by the Board to exercise the powers conferred on the Board under this resolution), to (i) give loan to any person or other body corporate; (ii) give guarantee or provide any security in connection with a loan to any other body corporate or person and (iii) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate/entity, as they may in their absolute discretion deem beneficial and in the interest of the Company, subject however that the aggregate of the loans and investments so far made in and the amount for which guarantees or securities have so far been provided to all persons or bodies corporate along with the additional investments, loans, guarantees or securities proposed to be made or given or provided by the Company, from time to time, in future, shall not exceed a sum of Rs. 5,000 Crores (Rupees Five Thousand Crores only).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of the Company be and is hereby authorized to take from time to time all decisions and such steps as may be necessary for making investment, giving loans or guarantees or providing securities and to execute such documents, deeds, writings, papers and/or agreements as may be required and do all such acts, deeds, matters and things, as it may in its absolute discretion, deem fit, necessary or appropriate and settle any question, difficulty or doubt that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

3) TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:

REVISION IN THE REMUNERATION TO THE MANAGING DIRECTOR & CEO.

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the relevant provisions of the Articles of Association of the Company and all applicable guidelines issued by the Central Government from time to time and subject to such other approvals, consents, sanctions as may be required under the Act or otherwise, and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the members be and is hereby accorded for revision in remuneration of Mr. Vipul Mathur-Managing Director & Chief Executive Officer of the Company (holding DIN 07990476) from Rs. 5.5 crores per annum to Rs. 6 crores per annum (subject to applicable taxes) w.e.f. July 1, 2021.

RESOLVED FURTHER THAT the aforesaid remuneration shall be payable irrespective of whether the Company has adequate profits or not.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof, including the Nomination and Remuneration Committee which may exercise its powers, including the powers conferred by this resolution) be and is hereby authorized to vary, alter, increase, enhance or widen the scope of the remuneration including payment of annual increment as they may deem fit in the interest of the Company.

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RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all such steps as may be necessary, proper and expedient, including filing of necessary forms and returns, disclosures with the Ministry of Corporate Affairs, Stock Exchanges and other concerned authorities as the Board may consider appropriate to give effect to this resolution.”

By Order of the Board

Place: Mumbai Date: October 28, 2021

Sd/Pradeep Joshi Company Secretary FCS-4959

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EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013 AND THE INFORMATION AS REQUIRED PURSUANT TO THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

ITEM NO. 1 : AMENDMENT TO THE OBJECT CLAUSE IN THE MEMORANDUM OF ASSOCIAITON.

The principal business of the Company is to manufacture steel pipes and coating of pipes.

As informed from time to time, the Company continues to evaluate suitable opportunities, for both organic and inorganic expansions / diversifications which have synergies with its business. It is important that the Company continues to expand / diversify its businesses/products offering for growth, predictability and to enhance earnings. As a prudent practice, detailed due diligence is exercised with a clear oversight by the Board. Since the Company has a judicious capital allocation policy, every proposal has to first meet the internal thresholds for Return on Investment (“ROI”) and profitability before being considered for acceptance. In addition to the businesses already covered in the Object Clause of the Company, the new business areas that are being evaluated are: manufacturing and dealing in polymers and polymer products, all types of building and construction materials, equipment, machineries and technologies. Accordingly, it is proposed to insert new objects related to these business activities, as more particularly described in the new objects clause (Refer Clause No. III(A) (11) to III(A)(13) in the Memorandum of Association) and authorizing the Company to engage in these businesses.

It is further informed that the existing Memorandum of Association (MOA) is based on the erstwhile Companies Act, 1956. The Alteration of Memorandum of Association (MOA) is advisable to bring the existing Memorandum of Association (MOA) in line with the new Companies Act, 2013.

According to the new Act, companies can now have only Main Objects and Ancillary and Incidental Businesses to the attainment of the Main Objects. Therefore, it is advisable to alter and amend the Memorandum of Association as per the Companies Act, 2013 by renumbering the existing Main Objects Clause III(A)(1), III(A)(1-A) through III(A)(1-F) and III(A)(2) to III(A)(3) as Object Clause III(A)(1) through III(A)(9) and shifting & consolidating the Other Objects Clause III(C)(65) to III(C)(67), in respect of which a resolution was passed by the members under Section 149(2A) of the erstwhile Companies Act, 1956 on September 11, 2008 by way of postal ballot, as the Main Object Clause III(A)(10) and deleting the Other Object Clauses III(C)(1) to III(C)(64) and III(C)(68) and inserting new Main Object clauses III(A) (11) through III(A)(13) in the Memorandum of Association as more particularly mentioned in the resolution at Item No. 1 of the accompanying notice.

The Board at its meeting held on October 28, 2021 has approved alteration of the Memorandum of Association of the Company as mentioned above.

The proposed change of the Objects clause requires approval of the members by way of a Special Resolution pursuant to the provisions of Section 13 of the Companies Act, 2013.

As per Section 13(8) of the Companies Act 2013 read with rule 32 of the Companies (Incorporation) Rules, 2014, it may be noted that the Company does not have any unutilized amount of money raised through its past public offering.

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A copy of the proposed Memorandum of Association of the Company would be available for inspection for the Members at the Registered Office/Corporate Office of the Company during the office hours on any working day, except Saturdays, Sundays and public holidays, between 11.00 a.m. to 5.00 p.m. till the date of the General Meeting and shall also be uploaded on the website of the Company at “www.welspuncorp.com”.

The aforesaid documents shall also be available for inspection during the General Meeting.

None of the members of the Promoter(s) and Promoter(s) Group, directors or key managerial personnel of the Company and / or their relatives may be deemed to be concerned or interested, financially or otherwise, in this resolution except to the extent of their respective shareholding in the Company.

In terms of Regulation 17 of the SEBI (LODR) Regulations, 2015, the Board recommends passing of the special resolution at Item No. 1 of the accompanying Notice for approval by the Members of the Company.

Members’ approval is sought by way of special resolution proposed under Item no. 1 of the accompanying Notice for alteration / modification in the Object Clause of the Memorandum of Association.

ITEM NO. 2 : APPROVAL FOR INCREASE IN THE LIMITS UNDER SECTION 186 APPLICABLE FOR MAKING INVESTMENTS / EXTENDING LOANS AND GIVING GUARANTEES OR PROVIDING SECURITIES IN CONNECTION WITH LOANS TO PERSONS / BODIES CORPORATE.

As per the provisions of Section 186 of the Companies Act, 2013, the Board of Directors of a company can make loan, investment or give guarantee or provide any security beyond the prescribed ceiling of i) Sixty per cent of the aggregate of the paid-up capital and free reserves and securities premium account or, ii) Hundred per cent of its free reserves and securities premium account, whichever is more, if special resolution is passed by the members of the Company in that regard.

The Company has been making investments in, giving loans and guarantees to and providing securities in connection with loans to various persons and bodies corporate (including its subsidiaries and joint ventures and parking of surplus funds in bonds) from time to time, in compliance with the applicable provisions of the Act.

As per the latest audited Balance Sheet of the Company as on March 31, 2021, sixty per cent of the paid-up share capital, free reserves and securities premium account amounts to Rs. 901.84 crores while one hundred per cent of its free reserves and securities premium account amounts to Rs. 1,372.63 crores. The shareholders of the Company by way of a postal ballot dated October 29, 2014, the results of which were declared on December 15, 2014, increased the limits prescribed under Section 186 to Rs. 3,300 crores. Therefore, the maximum limit available to the Company under Section 186(2) of the Act for making investments or giving loans or providing guarantees / securities in connection with a loan, as the case may be, is Rs. 3,300 crores. As on September 30, 2021, the aggregate value of investments and loans made and guarantee and securities issued by the Company, as the case may be, amounts to ~Rs. 1,629 Crores.

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In view of the above and to achieve financial flexibility and to enable optimal financing structure for the Company in achieving its long term strategic and business objectives and the Company’s organic / inorganic growth and expansion plans and various available merger & acquisition opportunities, and recent changes in the Object Clause, it is proposed to empower the Board of Directors or any duly constituted committee thereof, to make loans / investments and issue guarantees / securities to persons or bodies corporate, from time to time, for an amount not exceeding Rs. 5,000 Crores (Rupees Five Thousand Crores only) (including the aggregate of the investments, loans or guarantees or securities so far made / given by the Company but excluding those which are not covered under Section 186 of the Companies Act, 2013).

Interest on such loans, commission on such guarantees or security shall be charged as per the prevailing market conditions in compliance with the applicable provisions of the Companies Act, 2013 and the Income Tax Act, 1961.

None of the members of the Promoter(s) and Promoter(s) Group, directors or key managerial personnel of the Company and / or their relatives may be deemed to be concerned or interested, financially or otherwise, in this resolution except to the extent of their respective shareholding in the Company.

In terms of Regulation 17 of the SEBI (LODR) Regulations, 2015, the Board recommends passing of the special resolution at Item No. 2 of the accompanying Notice for approval by the Members of the Company.

Members’ approval is sought by way of special resolution proposed under Item No. 2 of the accompanying Notice.

ITEM NO. 3 – REVISION IN THE REMUNERATION TO THE MANAGING DIRECTOR & CEO.

In terms of Section 197, 198, Schedule V and any other applicable provisions of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on October 28, 2021 (based on recommendation of the Nomination and Remuneration Committee) approved revision in the remuneration to Mr. Vipul Mathur-Managing Director & CEO w.e.f. July 1, 2021, as more particularly set out in the resolution at Item No. 3 of the accompanying Notice:

Relevant Details pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name	Mr. Vipul Mathur
Date of Birth	21.03.1970
Date of Appointment	01.12.2017
Qualifications	Science Graduate,Post Graduate(MBA-Marketing)
Nature of his expertise in specific functional areas	He has rich experience in the field of marketing of heavy engineering, pipes & plates in Oil & Gas segment. Apart from that, excellent managerial experience in varied functions like:- product development, inventory management, contract & tendering, HR, commercial, legal & procurement.
Disclosure of relationships with other Directors and KeyManagerial Personnel	None

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Names of companies in which the person also holds the directorship	Non-Executive Director in :  East Pipes Integrated Company for Industry (formerly known as Welspun Middle East Pipes LLC)*,  Welspun Pipes Inc.@,  Welspun Tubular LLC@,  Welspun Global Trade LLC@  Welspun DI Pipes Limited# Whole-time Director (not drawing any remuneration) in :  Welspun Metallics Limited#
Chairman/Member of the Committee of the Board of directors	Member - One.
Names of companies and committees, of its Boards, in which the person holds membership	Risk Management Committee of the Company
No. of shares held in the Company	11,000
No. of Board meetings attended	10 meetings out of 11 meetings held during FY 2020-21 and 6 meetings out of 6 meetings held till date of the notice attended byhim.

• Joint Venture and Subsidiary of the Company in Kingdom of Saudi Arabia. @ Wholly Owned Subsidiary of the Company in United States of America # Wholly Owned Subsidiary of the Company in India.

Relevant details pursuant to the Companies Act, 2013.

Sr.			Particulars	Particulars	Particulars	Particulars	Particulars
I.	General Information
	(1)	Nature of Industry	Manufacturingofsteelpipes and coatingofpipes.
	(2)	Date of commencement of business of the Company	May 12, 1995
	(3)	Financial performance of the Company based on given indicators (Standalone)	Rs. in Crore except EPS
			Particulars	2021	2020	2019*	2018*
			Total Income	5,500.46	4,655.23	4,262.06	4,163.7
			Profit/(Loss)After Tax	1,002.11	268.14	(277.21)	125.82
			EquityShare Capital	130.44	130.44	132.61	132.61
			Reserves and Surplus	2,424.64	1,429.97	1504.4	1,783.1
			Earning/ Per Equity Share (EPS) (Basic)Rs.	38.41	10.18	(10.45)	4.74
			* asper IND-AS
	(4)	Foreign Investment or collaborations	The Company is a listed company and as on 30.09.2021 the foreign equity share holdings in the Company were 26,943,293 (10.23%). The Company has made investment in the subsidiaries, joint-ventures in United States of America, Kingdom of Saudi Arabia and Mauritius. The value of total investments as per the latest audited financial statements as at March 31, 2021 was Rs. 219.67 crores..
II.	Information about the Appointee
	(1)	Background details	Mr. Mathur has rich industry experience and excellent managerial skills, leadership quality. Before joining the Company, he has worked for over 11 years as marketing executive with various corporate groups operating in the field of heavy electrical equipment,manufacturingofpipes,Oil &gas etc.
	(2)	Past Remuneration	Cash Remuneration Rs. 4.40 crore / annum and other benefits as per the Company’s policies, Variable pay of Rs. 1.10 crore, 15,00,000 Employee Stock Options havingvesting period upto August 16,2021 and exerciseprice of Rs. 100.

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	(3)	Recognition / Awards	1. India's Most Trusted CEO 2018 - WCRC LEADERS ASIA. 2. Steel CEO of the Year (Sector: Hall of Fame) - The SUFI Steel Awards 2018. 3. CEO with HR Orientation Award 2019 byWorld HRD Congress
	(4)	Job profile and his suitability	Mr. Vipul Mathur is a well-known figure in the global pipe industry. Network of his acquaintances and relationships run across all geographies due to his warm personal style and long years of marketing experience (~30 years) in this product category. He has been associated with Welspun since 2001 and has contributed significantly towards the growth of the Company by providing his leadership roles in India and Middle East. He attributes his career success to hard-work and perseverance. Prior to his elevation as MD and CEO, he was officiating as the COO for the Company. Under his leadership, the Company is setting up greenfield project for diversification in to Pig Iron and Ductile pipe businesses. The above experience and qualities makes him suitable for spearheading the Company’s business and suitable for theposition of the ManagingDirector & CEO.
	(5)	Remunerationproposed	As mentioned in the text of the resolution no. 3
	(6)	Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)	Considering the size of the Company’s turnover, the remuneration proposed is comparable with the similar position in the industry.
	(7)	Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if **any. **	No
III	(1)	Reason for loss or inadequateprofit	Not applicable
	(2)	Steps taken or proposed to be taken for improvement	Not applicable
	(3)	Expected increase in productivity and profits in measurable terms	Not applicable

He is not disqualified from being appointed as Director in terms of Section 164 of the Act and also eligible to act as Managing Director & CEO of the Company pursuant to applicable provisions of the Act. The Notice read with Explanatory Statement should be considered as written Memorandum setting out the terms of appointment and remuneration of Mr. Mathur as Managing Director & CEO as required under Section 190 of the Companies Act, 2013.

Except Mr. Mathur, himself, the Managing Director and CEO, none of the members of the Promoter(s) and Promoter(s) Group, key managerial personnel or directors of the Company and / or their relatives may be deemed to be concerned or interested, financially or otherwise, set out at Item No. 3 of the accompanying Notice.

In terms of Regulation 17 of the SEBI (LODR) Regulations, 2015, the Board recommends passing of the Special Resolution at Item No. 3 of the accompanying Notice for approval by the Members of the Company.

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Members’ approval is sought by way of a special resolution proposed under Item No. 3.

All the documents and resolutions passed in this regard are available for inspection by the Members of the Company, at the Registered Office and Corporate Office of the Company on any working day (i.e. other than Saturday, Sunday and public holiday).

By Order of the Board

Place: Mumbai Date: October 28, 2021

Sd/- Pradeep Joshi Company Secretary FCS - 4959

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NOTES

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular number SEBI / HO / CFD / CMD1 / CIR / P/2020/79 issued by the Securities and Exchange Board of India (SEBI) physical attendance of the Members to the General Meeting venue is not required and general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing General Meeting through VC/OAVM.

2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this General Meeting. However, the Body Corporates are entitled to appoint authorized representatives to attend the General Meeting through VC/OAVM and participate thereat and cast their votes through e-voting.

3. The Members can join the General Meeting 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 General Meeting through VC/OAVM will be made available for 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 General Meeting without restriction on account of first come first served basis.

4. Participation of members through VC will be reckoned for the purpose of quorum for the General Meeting as per section 103 of the Companies Act, 2013 (“the Act”).

5. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the General Meeting through VC. Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Company or upload on the VC portal / e-voting portal.

6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the General Meeting. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of General Meeting. Members seeking to inspect such documents can send an email to CompanySecretary_WCL@welspun.com.

7. 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 the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 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 General Meeting. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the General Meeting will be provided by NSDL. Members who have cast their votes by remote e-voting prior to the General Meeting may participate in the General Meeting but shall not be entitled to cast their votes again. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for

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members who have not registered their email addresses is provided in the instructions for e-voting section which forms part of this Notice.

1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the General Meeting has been uploaded on the website of the Company at www.welspuncorp.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the General Meeting Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

2. In compliance with the Circulars, the Notice of the General Meeting, instructions for e-voting are being sent only through electronic mode to those members whose email addresses are registered with the Company / depository participant(s).

3. We urge members to support our commitment to environmental protection by choosing to receive the Company’s communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to register their email addresses with their respective depository participants, and members holding shares in physical mode are requested to update their email addresses with the Company’s RTA at rnt.helpdesk@linkintime.co.in; bonds.helpdesk@linkintime.co.in, to receive copies of the Annual Report for the Financial Year 2020-21 in electronic mode. Members may provide their detail in the sheet annexed to this Notice.

4. All the correspondence pertaining to shareholding, transfer of shares, transmission etc. should be lodged at the Company's Share Registrar and Transfer Agent : Link Intime India Private Ltd., Unit: Welspun Corp Limited, C 101, 247 Park, L B S Marg, Vikhroli (West) Mumbai-400 083.

Tel No: +91 22 49186000, Fax: +91 22 49186060, Email- rnt.helpdesk@linkintime.co.in; bonds.helpdesk@linkintime.co.in.

1. SEBI has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their depository participant(s). Members holding shares in physical form are required to submit their PAN details to the RTA.

2. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit these details to their DP in case the shares are held by them in electronic form, and to the RTA, in case the shares are held in physical form.

3. The members who wish to nominate, any person to whom his securities shall vest in the event of his death may do so by submitting the attached nomination Form to the Company or the Registrar and Transfer Agent of the Company. A nomination may be cancelled, or varied by nominating any other person in place of the present nominee, by the holder of securities who has made the nomination, by giving a notice of such cancellation or variation.

4. Since the General Meeting will be held through VC or OAVM in accordance with the Circulars, the route map, proxy form and attendance slip are not attached to this Notice.

5. Ms. Mansi Shah, Designated Partner of M/s. JMJA Associates LLP, Company Secretaries and in her absence Mr. Jigar Shah, Designated Partner of M/s. JMJA Associates LLP, Company Secretaries has been appointed as the scrutinizer to scrutinize the votes to be casted through remote e-voting and e-voting during the meeting in a fair and transparent manner. The Scrutinizer shall, immediately after and not later than 48 hours from conclusion of the meeting, make a Scrutinizer’s

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Report of the total votes cast in favour and against the resolution and invalid votes, if any, to the Chairman of the meeting.

1. The result of the voting along with the Scrutinizer’s Report, shall be displayed at the Registered Office of the Applicant Company and its website viz. www.welspuncorp.com, immediately after declaration. The results shall also be immediately forwarded to the stock exchanges where the Applicant Company’s equity shares are listed i.e. BSE Limited and National Stock Exchange of India Limited.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

1. The e-voting period commences on Saturday, November 20, 2021 from 9:00 AM (IST) and shall end on Monday, November 22, 2021 at 05:00 PM (IST). During this period, members holding shares either in physical or dematerialized form, as on Cut-Off Date, i.e. as on Tuesday, November 16, 2021 may cast their votes electronically. A person who is not a member as on the Cut-Off Date should treat this Notice for information purpose only. The e-voting module will be disabled by NSDL for voting thereafter. A member will not be allowed to vote again on resolution on which vote has already been cast. The voting rights of members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut-off date.

2. The facility for voting during the General Meeting will also be made available. Members present in the General Meeting through VC and who have not cast their vote on the resolutions through remote e- voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the General Meeting.

3. Any person who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he / she is already registered with NSDL for remote e-voting then he / she can use his / her existing user ID and password for casting the vote.

4. Voting through electronic means:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular 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.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login” which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Votingservices under Value added services. Click on“Access to

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• 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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

• If you are 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

• 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 held 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 i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

• Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [203 x 117] intentionally omitted <==

Individual	1. Existing users who have opted for Easi / Easiest, they can login through their
Shareholders	user id and password. Option will be made available to reach e-Voting page
holding securities	without any further authentication. The URL for users to login to Easi / Easiest
in demat mode	arehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com
with CDSL	and click on New System Myeasi.
	2. After successful login of Easi/Easiest the user will be also able to see the E
	Voting Menu. The Menu will have links ofe-Voting service provider i.e.
	NSDL.Click onNSDLto cast your vote.
	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 link inwww.cdslindia.comhome 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 provided links for the respective ESP i.e.NSDLwhere the e-Voting is
	inprogress.
Individual	You can also login using the login credentials of your demat account through
Shareholders	your Depository Participant registered with NSDL/CDSL for e-Voting facility.
(holding securities	Upon logging in, you will be able to see e-Voting option. Click on e-Voting
in demat mode)	option, you will be redirected to NSDL/CDSL Depository site after successful
login through their	authentication, wherein you can see e-Voting feature. Click on company name
depository	or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting
participants	website of NSDL for casting your vote during the remote e-Voting period or
	joiningvirtual meeting& votingduringthe meeting.

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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. NSDL and CDSL.

**Login type **		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** thenyour user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial

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password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

• a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested

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• specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to mansi@jmja.in with a copy marked to evoting@nsdl.co.in.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide 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 evoting@nsdl.co.in or suresh_kadam@welspun.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to evoting@nsdl.co.in or suresh_kadam@welspun.com.

3. If you are an Individual shareholders holding securities in demat mode, you are requested to refer -

to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

5. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e- Voting facility.

1. In order to ensure better and timely communication between the Company and the shareholders and to ensure the receipt of dividend and/or any other consideration timely, fast and easily and more importantly, to avoid fraudulent encashment of warrants, the shareholders are requested to update their details by using the following procedure mentioned in the table below:

Updation	Procedure	Documents
Email Id and PAN	Physical Holding: You can directly upload details on the website of Link Intime India Private Limited - Registrar & Transfer Agent https://linkintime.co.in/EmailReg/Email_Register.html or send an email to rnt.helpdesk@linkintime.co.in. Alternatively, send an email to Company’s email id companysecretary_wcl@welspun.com	A signed request letter mentioning your folio no. and the email id / PAN (self- attested copy) that is to be registered
	Demat Holding: Update the email id/PAN throughyour DepositoryParticipant
	Additional Documents Required : In case of Non-resident Shareholders: Declaration of No Permanent Establishment, Tax Residency Certificate and Form 10F

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	In case of Mutual Fund registered with SEBI : Exemption Certificate u/s 10(23D)issued byIncome Tax Authority.	In case of Mutual Fund registered with SEBI : Exemption Certificate u/s 10(23D)issued byIncome Tax Authority.	In case of Mutual Fund registered with SEBI : Exemption Certificate u/s 10(23D)issued byIncome Tax Authority.
Bank Mandate	Physical Holding: You can directly upload details on the website of Link Intime India Private Limited - Registrar & Transfer Agent. https://linkintime.co.in/EmailReg/Email_Register.html or send an email to rnt.helpdesk@linkintime.co.in. Alternatively, send an email to Company’s email id companysecretary_wcl@welspun.com		A signed request letter mentioning your folio no., cancelled cheque and self-attested PAN copy
	Demat Holding: Update the Bank mandate throughyour DepositoryParticipant
To ensure continuous compliance with the requirements of applicable law, we request you to please provide us with your alternative postal address in India, wherever applicable. This address can be utilized by the Company for the purposes of mailing certain documents/information that may be required in terms of applicable law,includingwithout limitation,the Companies Act,2013.
Postal Address in India, wherever applicable		Physical Holding: You can send an email to Link Intime India Private Limited - Registrar & Transfer Agent at email id rnt.helpdesk@linkintime.co.in. Alternatively, send an email to Company’s email id companysecretary_wcl@welspun.com	A signed request letter mentioning your postal address in India
		Demat Holding:Update the postal address in India through your Depository Participant
Dematerialization of shares:
In accordance with SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 dated June 08, 2018, the requests for transfer of securities held in physical form, except transmission or transposition of securities, cannot be processed after March 31, 2019. In view of this and to avail various benefits of dematerialization, shareholders are advised to dematerialize the shares held bythem inphysical form at the earliest.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM/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 in the EGM/AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e- Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC / OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the

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members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

1. Members are encouraged to join the Meeting through Laptops for better experience.

2. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

3. 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.

4. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at companysecretary_WCL@welspun.com. The same will be replied by the company suitably.

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WELSPUN CORP LIMITED

CIN : L27100GJ1995PLC025609

Registered Office : Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat, Pin – 370110, India. Board No.: +91 2836 662079, Fax No. + 91 2836 279060, Email : CompanySecretary_WCL@welspun.com Website: www.welspuncorp.com

Corporate Office : Welspun House, 7th Floor, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013. Board : +91 -22-66136000 Fax: +91-22-2490 8020

Shareholders’ Detail Updation-Cum-Consent Form

To, The Company Secretary, Welspun Corp Limited, Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat, Pin – 370110

I/ we the member(s) of the Company do hereby request you to kindly register/ update my e-mail address with the Company. I/ We, do hereby agree and authorize the Company to send me/ us all the communications in electronic mode at the e-mail address mentioned below. Please register the below mentioned e-mail address / mobile number for sending communication through e-mail/ mobile.

Folio No.	:	DP – ID	:	:	Client ID	:
Name of the Registered Holder(1st)			:
Name of thejoint holder(s)			:
			:
Registered Address			:
			Pin:
Mobile Nos.(to be registered)			:
E-mail Id(to be registered)			:
Bank Account detail
Name of the Bank			:
Account Number			:
Address of the Branch			:
IFSC Code			:
MICR Code			:

_______

Signature of the member(s)*

• Signature of all the members is required in case of joint holding.

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Form No. SH-13 Nomination Form

(Pursuant to Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014)

To, The Company Secretary, Welspun Corp Limited Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat, Pin – 370110.

I/ We___________ the holder(s) of the securities particulars of which are given hereunder wish to make nomination and do hereby nominate the following persons in whom shall vest, all the rights in respect of such securities in the event of my/our death.

1. PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Nature of securities	Folio No.	No. of Securities	Certificate No.	Distinctive No.

2. PARTICULARS OF NOMINEE/S —

• (a) Name:

• (b) Date of Birth:

• (c) Father’s/Mother’s/Spouse’s name:

• (d) Occupation:

• (e) Nationality:

• (f) Address:

• (g) E-mail id:

• (h) Relationship with the security holder:

3. IN CASE NOMINEE IS A MINOR--

• (a) Date of birth:

• (b) Date of attaining majority

• (c) Name of guardian:

• (d) Address of guardian:

Name:________

Address: ______

Name of the Security Holder(s)______ Signatures:________ Witness with name and address:________

Instructions:

1. Please read the instructions given below very carefully and follow the same to the letter. If the form is not filled as per instructions, the same will be rejected.

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1. The nomination can be made by individuals only. Non-individuals including society, trust, body corporate, partnership firm, Karta of Hindu Undivided Family, holder of power of attorney cannot nominate. If the Shares are held jointly all joint holders shall sign (as per the specimen registered with the Company) the nomination form.

2. A minor can be nominated by a holder of Shares and in that event the name and address of the Guardian shall be given by the holder.

3. The nominee shall not be a trust, society, body corporate, partnership firm, Karta of Hindu Undivided Family, or a power of attorney holder. A non-resident Indian can be a nominee on re-patriable basis.

4. Transfer of Shares in favor of a nominee shall be a valid discharge by a Company against the legal heir(s).

5. Only one person can be nominated for a given folio.

6. Details of all holders in a folio need to be filled; else the request will be rejected.

7. The nomination will be registered only when it is complete in all respects including the signature of (a) all registered holders (as per specimen lodged with the Company) and (b) the nominee.

8. Whenever the Shares in the given folio are entirely transferred or dematerialized, then this nomination will stand rescinded.

9. Upon receipt of a duly executed nomination form, the Registrars & Transfer Agent of the Company will register the form and allot a registration number. The registration number and folio no. should be quoted by the nominee in all future correspondence.

10. The nomination can be varied or cancelled by executing fresh nomination form.

11. The Company will not entertain any claims other than those of a registered nominee, unless so directed by a Court.

12. The intimation regarding nomination / nomination form shall be filed in duplicate with the Registrars & Transfer Agents of the Company who will return one copy thereof to the members.

13. For shares held in dematerialized mode nomination is required to be filed with the Depository Participant in their prescribed form.

Notice to the shareholders who have not en-cashed dividend for last seven consecutive years commencing from the unpaid Final Dividend for the Financial Year 2014-2015.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 which have come into effect from September 7, 2016 and amended from time to time, this is to inform to those shareholders who have not en-cashed the dividend or who’s dividend remained unclaimed for last seven consecutive years commencing from the Financial Year 2014-2015 then those shares shall be transferred to the “ Investor Education and Protection Fund” (IEPF) i.e. a fund constituted by the Government of India under Section 125 of the Companies Act, 2013. The names of such shareholders and their folio number or DP ID - Client ID shall be available on the website of the Company at www.welspuncorp.com.

To claim unpaid / unclaimed dividend or in case you need any information/clarification, please write to or contact to the Company’s Registrars and Transfer Agent or The Company Secretary of the Company at the Registered Office or at the Corporate Office address.

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