ISMT : EGM Notice - 05.08.2021

Mr. Rajiv Goel (DIN: 00328723), Whole-timeDirector designated as Chief Financial Officer, for the period from October, 2019 to September, 2020 on same terms as previously approved by the shareholders of the Company through their resolution dated September 28, 2019."

Reg. Off.: Panama House, Viman Nagar, Pune - 411014

Ph.: 020-41434100, Fax: [phone],

E-mail: [e-mail]; Web: www.ismt.co.in,

CIN: L27109PN1999PLC016417

NOTICE

NOTICE is hereby given that Extra-Ordinary General

5. To pass, with or

without

modification,

the

following

Meeting ('EGM') of Members of ISMT Limited will be

resolution as a Special Resolution:

held on Thursday, August

5,

2021 at 11.30

A.M. IST

"RESOLVED THAT pursuant to

Section

197 &

other

through Video Conferencing ('VC')/ Other Audio Visual

applicable provisions of the Companies Act, 2013 ('Act') &

Means ('OAVM') to transact following Businesses:

Rules

made

there

under

&

pursuant

to

Articles of

1. To pass, with or without

modification,

the

following

Association of the Company, consent of the Company be

resolution as a Special Resolution:

and is hereby given afresh for payment of remuneration to

"RESOLVED THAT pursuant to Section 149 & other

Mr. Rajiv Goel (DIN: 00328723), Whole-time Director

applicable provisions of the Companies Act, 2013 ('Act') &

designated as Chief Financial Officer, for the period from

Rules made thereunder & pursuant to the SEBI (Listing

October, 2020 to September, 2021 on same terms as

Obligations & Disclosure Requirements) Regulations,

previously approved by the shareholders of the Company

2015, Mr. R Poornalinagm (DIN: 00955742), Independent

through their resolution dated September 30, 2020."

Director of the Company, who has submitted a declaration

6. To pass, with or without modification, the following

that he meets the criteria for independence as provided in

Section 149(6) of the Act, be & is hereby re-appointed as

resolution as a Special Resolution:

"RESOLVED THAT pursuant to Section 197 & other

Independent Director of the Company, to hold office from

the conclusion of the 23rd Annual General Meeting (AGM)

applicable provisions of the Companies Act, 2013 ('Act') &

until the conclusion of 26th AGM of the Company & that he

Rules made there under & pursuant to the Articles of

shall not be liable to retire by rotation."

Association of the Company, the Company hereby ratifies

2. To pass, with or without

modification,

the

following

the payment

of remuneration

to Mr. Rajiv

Goel

(DIN:

00328723), Whole-time Director

designated

as

Chief

resolution as a Special Resolution:

Financial Officer, for the period from October, 2017 to

"RESOLVED THAT pursuant to Section 149 & other

September, 2018 on same terms as previously approved by

applicable provisions of the Companies Act, 2013 ('Act') &

the shareholders of the Company through their resolution

Rules made thereunder & pursuant to the SEBI (Listing

dated December 28, 2018."

Obligations & Disclosure Requirements) Regulations,

7. To pass, with or without modification, the following

2015, Mr. Kanakraj M (DIN: 08373391), Independent

Director of the Company, who has submitted a declaration

resolution as a Special Resolution:

that he meets the criteria for independence as provided in

"RESOLVED THAT pursuant to Section 197 & other

Section 149(6) of the Act, be & is hereby re-appointed as

applicable provisions of the Companies Act, 2013 ('Act') &

Independent Director of the Company, to hold office from

Rules made there under & pursuant to the SEBI (Listing

the conclusion of 23rd Annual General Meeting (AGM) of

Obligations & Disclosure Requirements) Regulations, 2015

the Company until the conclusion of 26th AGM of the

(SEBI Regulations) & pursuant to Articles of Association

Company & that he shall not be liable to retire by rotation."

of the Company & such other approvals as may be required,

3. To pass, with or without

modification,

the

following

consent of the Company be & is hereby accorded to the

payment of remuneration as mentioned in the Explanatory

resolution as a Special Resolution:

Statement enclosed herewith to Mr. O. P. Kakkar (DIN:

"RESOLVED THAT pursuant to Section 197 & other

00329426), Non-Executive Director for a period of 3

applicable provisions of the Companies Act, 2013 ('Act') &

(Three) years commencing from April 01, 2021.

Rules made

there

under

&

pursuant

to

Articles

of

RESOLVED FURTHER THAT pursuant to Regulation

Association of the Company, consent of the Company be &

17(6)(ca) of SEBI Regulations, the above remuneration be

is hereby given afresh for payment of remuneration to Mr.

paid

to Mr.

O P

Kakkar

notwithstanding

that

such

Rajiv Goel

(DIN:

00328723), Whole-time

Director

remuneration may exceed 50% of total annual remuneration

designated as Chief Financial Officer, for period from

payable to all non-executive directors during FY2021-22.

October, 2018 to September, 2019 on same terms as

previously approved by the shareholders of the Company

RESOLVED FURTHER THAT the Board of Directors of

through their resolution dated December 28, 2018."

the Company be and is hereby authorised to take such steps

4. To pass, with or without modification, the following

as may be necessary to give effect to this resolution."

resolution as a Special Resolution:

By Orders of the Board

"RESOLVED THAT pursuant to Section 197 & other

For ISMT Limited

applicable provisions of the Companies Act, 2013 ('Act') &

Chetan Nathani

Rules made

there under &

pursuant to

the

Articles

of

Company Secretary

Association of the Company, consent of the Company be

and is hereby given afresh for payment of remuneration to	Pune, July 12, 2021

1

NOTES:

1. 1. In view of COVID-19 pandemic, Ministry of Corporate Affairs (MCA) vide General Circular Nos. 14/2020 & 10/2021 dt. April 8, 2020 & June 23, 2021, respectively, has permitted to hold EGM through VC/ OAVM without physical presence of shareholders. Accordingly, the EGM is being held through VC/ OAVM & that the Company has appointed Central Depositories Services (India) Ltd. ('CDSL') to provide the VC/ OAVM facility for the same. Accordingly, for the purpose of the EGM, the Registered Office of the Company shall be the deemed venue.
   2. Member entitled to attend & vote at a General Meeting is entitled to appoint a proxy to attend & vote on his behalf. However, since the EGM is being held through VC/ OAVM, the requirement of physical attendance of members has been dispensed with and that the facility for appointing proxies will not be available.
   3. An Explanatory Statement under Section 102(1) of the Companies Act, 2013 ('Act') relating to the Special Businesses is annexed hereto.
   4. Corporate members intending to appoint authorized representatives to attend the EGM or vote therein are requested to send a duly certified copy of the Board Resolution, in this regard.
   5. In case of joint holders, member whose name appears as first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
   6. In permitted, EGM Notice is sent only through electronic mode to members whose e-mail IDs are registered with the Company/ Depositories.
   7. EGM Notice is available on Company's website at www.ismt.co.in& on websites of Stock Exchanges i.e. BSE Ltd. & National Stock Exchange of India Ltd. at www.bseindia.com& www.nseindia.com, respectively. EGM Notice is also available on website of CDSL at www.evotingindia.com.
2. Members are advised to avail the facility of nomination pursuant to Section 72 of the Act. Members holding shares physically may send their nomination in Form SH- 13 to KFin Technologies Pvt. Ltd. ('KFIN') while Members holding shares electronically may contact their Depository, in this regard.
3. The Company is providing its members the facility to exercise their right to vote by electronic means either by remote e-voting prior to the EGM or remote e-voting during the EGM. Instructions for attending the EGM through VC/ OAVM are explained herein below.
4. The members can opt for only one mode of e-voting i.e. either prior to the EGM or during the EGM. Members present at the EGM who have not cast vote prior to the EGM can cast vote during the EGM. Members who have cast vote prior to the EGM can attend the EGM but cannot vote during the EGM.
5. Board of Directors have appointed Mr. Kuldeep D. Ruchandani (C.P. No. 8563), Partner, M/s. KPRC and Associates, Company Secretaries, as the Scrutinizer.

12. E-VOTING FACILITY:

1. Members to login to www.evotingindia.comto join the EGM through VC/ OAVM mode 15 minutes before & after the scheduled time of commencement EGM.
2. 
   The facility of participation at the EGM through VC/ OAVM is available to 1,000 members of the Company on first come first serve basis.
3. Instructions for Remote E-Voting:
4. 1. Voting begins on Monday, August 2, 2021 at 9.00 A.M. (IST) & ends on Wednesday, August 4, 2021 at 5.00 P.M.
      (IST). Thereafter, e-voting shall be disabled for voting. Members of the Company as on cut-off date/ record date of July 29, 2021 can cast their vote.
   2. Members who have already voted prior to the EGM date, would not be entitled to vote at the EGM.
   3. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dt. December 09, 2020, under Regulation 44 of Listing Regulations, 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 participation by public non-institutional shareholders/ retail shareholders is at a negligible level.
   4. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility. This necessitates registration on various ESPs & maintenance of multiple login credential by shareholders.
   5. In order to increase the efficiency of voting process, it has been decided to enable e-voting to all demat account holders, by way of 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 ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e- voting process.
   6. Shareholders are advised to update their mobile number and email Id in relation to their demat accounts in order to access e-Voting facility.
   7. Pursuant to aforesaid SEBI Circular, Login method for e- Voting & joining virtual meetings for Individual shareholders holding shares in Demat mode is:

.	Type	of	. Login Method
	shareholder
.			Users who have opted for CDSL Easi/
.	Individual		Easiest	facility,	can	login	through	their
	existing	login credentials.	Option will	be
	Shareholder
	made available	to	reach	e-Voting	page
	holding
		without any further authentication. The URL
	shares	in
	for users to login to Easi/ Easiest	is
	Demat mode
	https://web.cdslindia.com/myeasi/home/logi
	with CDSL
	n or visit www.cdslindia.com and click on
			Login icon and select New System Myeasi.
			After successful login, Easi/ Easiest user will
			be able to see e-Voting option for eligible
			companies where e-voting is in progress as
			per information provided by respective
			company. On clicking e-voting option, user

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will be able to see e-Voting page of the e- Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/ NSDL/ KFIN/ LINKINTIME, so that user can visit the e- Voting service providers' website directly.

. If user is not registered for Easi/ Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registratio n/EasiRegistration

. Alternatively, user can directly access e- Voting page by providing Demat Account Number & PAN from e-Voting link available on www.cdslindia.com home page

orclickon https://evoting.cdslindia.com/Evoting/Evotin gLogin. The system will authenticate user by sending OTP on registered Mobile Number

• Email id as recorded in the Demat Account. After successful authentication, user will be able to see e-Voting option where e-voting is in progress & also wil enable to access the system of e-Voting Service Providers.

		. If you are already registered for NSDL
Individual	IDeAS facility, please visit e-Services
website of NSDL. Open web browser by
Shareholders
typing	https://eservices.nsdl.com	either	on
holding
	Computer or mobile. Once home page is
shares	in
launched, click "Beneficial Owner" icon
demat	mode
under "Login" which is available under
with NSDL
'IDeAS' section. A new screen will open.
		You will have to enter your login credential.
		After successful authentication, you will be
		able to see e-Voting services. Click on
		"Access to e-Voting" under e-Voting
		services & you will be able to see e-Voting
		page. Click on company name or e-Voting
		service provider name & you will be re-
		directed to e-Voting service provider website
		for casting your vote during remote e-Voting
		period or joining virtual meeting & voting
		during the meeting.
		. If 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/Ideas
		DirectReg.jsp

. Visit e-Voting website of NSDL. Open web

browserbytyping https://www.evoting.nsdl.com/ either on Computer or mobile. Once home page of e- Voting system is launched, click on "Login" which is available under 'Shareholder/ Member' section. A new screen will open. You will have to enter your User ID (i.e. sixteen digit demat account number held

with NSDL), Password/ OTP & a Verification Code as shown on screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name & you will be redirected to e-Voting service provider website for casting vote during remote e-Voting period or joining virtual meeting & voting during meeting

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned websites.

Helpdesk for Individual Shareholders holding shares in demat mode for any technical issues relating to login through Depository i.e. CDSL and NSDL:

. Login type	. Helpdesk details
.	Individual
	Shareholders		E-mail: [e-mail]
	holding
	shares	in		Contact No.: 022- 23058738/ 542/ 543.
	Demat	mode
	with CDSL	.
.	Individual
	Shareholders
	holding
	shares	in		E-mail: [e-mail]
	Demat	mode
	with NSDL		Contact No..: 18001020990/ 1800224430

1. Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
2. Members to login to website www.evotingindia.com.
3. Click on "Shareholders" module.
4. Enter your User ID:
5. 1. For CDSL: 16 digits beneficiary ID;
   2. For NSDL: 8 Character DP ID followed by 8 digits Client ID;
   3. Members holding shares in Physical Form should enter Folio Number registered with the Company.
6. Enter Image Verification as displayed & Click on Login.
7. If Member holding shares in demat form & had logged in to www.evotingindia.com& voted on an earlier e-voting of any company, then existing password is to be used by such Member.
8. If Members are a first time user:

For Member holding shares in Demat/ Physical Form

PAN Enter 10 digit alpha-numeric PAN issued by the Income Tax Department

Members who have not updated PAN with the Company/ Depositories are requested to use Sequence Number as mentioned in e-mail sent by the Company or contact Company/ KFIN.

3

Dividend

Bank Details To login, enter Dividend Bank Details

OR or DOB (in dd/mm/yyyy format) as Date of Birth recorded in your demat account or in the

(DOB) Company records.

If both details are not recorded with depository or the Company, enter Members DP ID/ Folio Number in Dividend Bank details field as mentioned in instruction (v).

1. 1. After entering these details, click on "SUBMIT" tab.
   2. Members holding shares physically will directly reach company selection screen. However, Members holding shares in demat form will reach 'Password Creation' menu to enter login/ password in new password field. This password is also to be used by demat holders for voting for resolutions of other companies on which they are eligible to vote, provided that such companies opts for e-voting through CDSL platform. It is recommended not to share password with any other person & take utmost care to keep it confidential.
   3. For those holding shares in physical form, details can be used only for e-voting on resolutions contained in this Notice.
   4. Click on the EVSN for 'ISMT Limited'.
   5. On voting page, Members will see "RESOLUTION DESCRIPTION" & against the same, option "YES/ NO". Select the option YES/ NO as desired. Option YES implies assent to the Resolution & option NO implies dissent to the Resolution.
   6. Click on "RESOLUTIONS FILE LINK" to view the entire Resolution details.
   7. After selecting resolution to vote, click "SUBMIT". A confirmation box will be displayed. To confirm vote, click "OK", to change vote, click "CANCEL".
   8. Once vote is "CONFIRM", Members will not be allowed to modify the vote.
   9. If a demat holder has forgotten login/ password, Enter User ID & image verification code & click on Forgot Password & enter details as prompted by the system.
   10. Member can also cast their vote using CDSL's mobile app "m-Voting" available on Play Store/ Google Play. Please follow instructions as prompted by mobile app.
2. Process for Members whose e-mail IDs are not registered with the Company/ Depositories:

1. For Physical shareholders- please provide necessary details like Folio No., Name, scanned copy of share certificate (front & back), PAN (self attested scanned copy of PAN), AADHAR (self attested scanned copy of Aadhar) by e-mail to [e-mail].
2. For Demat shareholders- please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested

scanned copy of PAN), AADHAR (self attested scanned copy of Aadhar) by e-mail to [e-mail].

1. Instruction for shareholders attending EGM thru VC:

1. Members will be provided with a facility to attend the EGM through VC/ OAVM through CDSL e-Voting system. by accessing at https://www.evotingindia.com under shareholders/ Members login by using e-voting credentials. The link for VC/ OAVM will be available in shareholder/ members login where EVSN of the Company will be displayed.
2. 1. Members are encouraged to join EGM through Laptops/ IPads for better experience.

1. Members have to allow Camera & use high spped Internet to avoid any disturbance during the EGM.
2. Members connecting from Mobile, Tablets or Laptop via Mobile Hotspot may experience Audio/ Video loss due to fluctuation in network. Hence, it is recommended to use stable Wi-Fi/ LAN connection to avoid aforesaid glitches.
3. 1. Members who would like to express their views/ ask queries during the EGM may register themselves as a speaker by sending their request in advance at least 7 days prior to the EGM date by mentioning their name, demat number/ folio number, mobile number at [e-mail]. Members who do not wish to speak during the EGM but have queries may send their queries at least 7 days prior to the EGM date by mentioning their name, demat number/ folio number, mobile number at [e-mail] which will be replied to by the Company suitably.

1. Only those Members who have registered themselves as a speaker will be allowed to express their views/ ask queries during the EGM.

1. Instructions for Members e-voting during EGM:
2. 1. Procedure for e-Voting during the EGM is same as mentioned above.
   2. Only those Members, who are present in the EGM through VC/ OAVM facility & have not casted their vote through remote e-voting & are otherwise not barred from doing so, shall be eligible to vote through CDSL e-voting system during the EGM.
   3. If votes cast by Member thru e-voting during EGM & if said Member have not participated in the EGM through VC/ OAVM, then such votes cast shall be considered invalid as the facility of e-voting during the EGM is available only to the Members attending the EGM.

1. Members voted through Remote e-Voting will be eligible to attend EGM but not to vote at EGM.

1. Note for Non-Individual Members & Custodians :
2. 1. Non-IndividualMembers (other than HUF, NRI etc.) & Custodians required to login to www.evotingindia.com& register in "Corporates" module.
   2. A scanned copy of the Registration Form bearing the stamp & sign of the entity be e-mailed to [e-mail].

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1. 1. After receiving login details, a Compliance User be created using admin login & password. Compliance User would be able to link the account(s) for which they wish to vote on.
   2. List of accounts linked in the login should be mailed to [e-mail]& on approval of the accounts they would be able to cast their vote.
   3. A scanned copy of Board Resolution & Power of Attorney which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for Scrutinizer's verification.
   4. Alternatively, Non Individual Members can send relevant Board Resolution/ Authority letter etc. together with attested specimen signature of duly authorized signatory authorized to vote, to the Company at [e-mail] if they have voted from individual tab & not uploaded the same in the CDSL e-voting system for Scrutinizer's verification.
      For any queries, Members may refer Frequently Asked Questions (FAQs) & e-voting manual available at www.evotingindia.comunder help section or write to [e-mail] contact Mr. Nitin Kunder (022-23058738), Mr. Mehboob Lakhani (022- 23058543) or Mr. Rakesh Dalvi (022-23058542).
      Grievances relating to e-voting may be addressed to Mr. Rakesh Dalvi, Manager, CDSL, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or e-mail to [e-mail].
2. Institutional Members (i.e. other than HUF, NRI, etc.) to send scanned copy (PDF/ JPG Format) of relevant Board Resolution/ Authority Letter, along with attested specimen signature of duly authorized signatories authorized to vote
3. 
   to Scrutinizer by e-mail at [e-mail]. They may also upload the same in e-voting module in their login. Scanned image of above documents should be in the naming format "Corporate Name_EVEN NO."
4. Voting rights shall be as per the number of shares held by the Members as on July 29, 2021 ('Cut-off date'). Members are eligible to cast vote electronically only if they are holding shares as on that date. A person who is not a Member as on cut-off date should treat this Notice for information purpose only.
5. The voting rights of members shall be in proportion to their share in the paid up equity share capital of the Company as on Cut-off date.
6. A person, whose name is recorded in the Register of Members or in register of beneficial owners maintained by depositories as on Cut-off date shall alone be entitled to avail the facility of remote e-voting as well as e-voting during the EGM.
7. The procedure for remote e-voting during the EGM is same as per the instructions mentioned above since the EGM is being held through VC/ OAVM.

1. The Chairman shall, at the EGM, at the end of discussion on the resolutions on which voting is to be held, allow voting, by use of e-voting system for those members present in the EGM through VC/ OAVM facility but have not cast their vote by remote e-voting facility & are otherwise not barred from doing so. The e-voting module during the EGM shall be disabled by CDSL 15 minutes after conclusion of the EGM.
2. The Scrutinizer shall, after conclusion of e-voting during the EGM make, not later than 48 hours after conclusion of EGM, a report of total votes cast in favor or against the resolutions, invalid votes, if any, & whether the Resolutions have been carried or not, to the Chairman or a person authorized by him in writing.
3. Results along with Scrutinizer's Report shall be placed on website www.ismt.co.in & on website of CDSL, BSE Ltd & National Stock Exchange of India Ltd.
4. Members are further requested to:

• Intimate changes, if any, in address/ bank mandate & e- mail ID to [e-mail] for shares held in physical form & to the Depository Participants for shares held in Demat form.
• Quote folio number/ DP ID/ Client ID in all correspondence with the Company or KFIN.
• Intimate about consolidation of folios to KFIN, if your shareholding is under multiple folios.
• As per Listing Regulation, effective April 1, 2019, requests for effecting transfer of shares in physical form shall not be processed unless the same is held in Demat form with the Depository. Hence, Members are requested to convert their physical share certificates into Demat form.
• Surrender to KFIN, old share certificates of erstwhile Indian Seamless Steels & Alloys Ltd (ISSAL) for exchange with new share certificates of ISMT Ltd.
• Note that the Company has designated an exclusive e-mail ID viz. [e-mail] to enable Members to register their queries/ complaints.

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