ISMT : EGM Notice 22.12.2021

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

RESOLVED FURTHER THAT for giving effect to

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

this resolution, the Board of Directors of the Company

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

(hereinafter referred to as 'Board', which term shall

CIN: L27109PN1999PLC016417

include any Committee constituted by the Board for this

NOTICE

purpose) or any person authorized by the Board to

NOTICE is hereby given that an Extra-Ordinary General

exercise powers conferred on the Board & the Company

Meeting No. 02/2021-22 ('EGM') of the Members of

Secretary of the Company be & are hereby severally

ISMT Limited will be held on Wednesday, December 22,

authorized to do all such acts, deeds, matters & things;

2021 at 11.30 a.m. (IST) through Video Conferencing

execute all such documents & writing; take all such

('VC')/ Other Audio Visual Means ('OAVM') to transact

steps & actions & give such directions & delegate such

the following Special Businesses:

authorities, as it may in its absolute discretion, deemed

1. To pass,

with or

without

modification,

the following

appropriate

or as may be

required, including

paying

such fees & incurring such expenses in relation thereto

resolution as Special Resolution:

as it may deemed appropriate; seek necessary approvals,

"RESOLVED THAT pursuant to Section 13, 61 read

file any forms/ documents to be filed with Registrar of

with Section 64 and other applicable provisions, if any,

Companies as necessary & incidental to give effect to

of the Companies Act,

2013

("Act")

read with

the

the aforesaid Resolution

&

to settle any questions,

applicable

rules

framed

thereunder,

including

any

difficulties or doubts that may arise in this regard."

amendment thereto or re-enactment thereof and any other

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

applicable laws, the Memorandum of Association and

Articles of Association of the Company, consent of the

resolution as a Special Resolution:

members of the Company be and is hereby accorded for

"RESOLVED THAT pursuant to Section 14 and other

alteration in the Authorized Share Capital of the

applicable provisions, if any, of the Companies Act, 2013

Company from existing Rs. 158,50,00,000/- (Rupees One

read with the applicable rules framed thereunder

Fifty Eight Crore and Fifty Lakhs Only) divided into

including any amendment thereto or re-enactment

17,50,00,000 (Seventeen Crore and Fifty Lakhs) Equity

thereof, and any other applicable laws and Articles of

Shares of Rs. 5/- each and unclassified shares amounting

Association of the Company, the existing Article 3 of the

to Rs. 71,00,00,000/- (Rupees Seventy One Crore only)

Articles of Association of the Company be and is hereby

TO Rs. 158,50,00,000/- (Rupees One Fifty Eight Crore

substituted by the following:

and Fifty

Lakhs Only) divided into 31,70,00,000 (Thirty

The Authorized Share Capital of

the Company is

Rs.

One Crore and Seventy Lakhs) Equity Shares of Rs. 5/-

158,50,00,000 (Rupees One Fifty Eight Crore and Fifty

each.

Lakhs Only) divided into 31,70,00,000 (Thirty One Crore

RESOLVED FURTHER THAT pursuant to Section 13

and Seventy Lakhs ) Equity Shares of Rs. 5/- each, with

and other applicable provisions, if any, of the Act, read

the rights, privileges and conditions attached thereto as

with the applicable rules framed thereunder including the

are provided by the Articles of Association of the

Companies (Incorporation) Rules, 2014 or any statutory

Company for the time being with power to increase and

modification(s) thereof, the existing Clause V of the

reduce the Capital of the Company and to divide the

Memorandum of Association of the Company relating to

Shares in the Capital for the time being into several

Share Capital be and is hereby substituted by the

classes and to attach thereto respectively such

following:

preferential , deferred, qualified or special rights and to

The

Authorized

Share

Capital

of

the

Company

is

vary, modify or abrogate any such rights, privileges or

conditions in such manner as may be provided by the

Rs.158,50,00,000

(Rupees

One

Fifty

Eight

Crore and

Articles of

Association

of

the

Company

and

the

Fifty

Lakhs Only) divided into 31,70,00,000

(Thirty one

Companies Act, 2013.

Crore and Seventy Lakhs) Equity Shares of Rs. 5/- each,

with the rights, privileges and conditions attached

RESOLVED FURTHER THAT for giving effect to this

thereto as are provided by the Articles of Association of

resolution, the Board be and is hereby authorized to do all

the Company for the time being with power to increase

such acts, deeds, matters and things; execute all such

and reduce the Capital of the Company and to divide the

documents and writing; take all such steps and actions

Shares in the Capital for the time being into several

and give such directions and delegate such authorities, as

classes and to attach thereto respectively such

it may in its absolute discretion, deemed appropriate or as

preferential, deferred, qualified or special rights and to

may be required, including paying such fees and incurring

vary, modify or abrogate any such rights, privileges or

such expenses in relation thereto as it may deemed

conditions in such manner as may be provided by the

appropriate; seek all necessary approvals, file any forms/

Articles of Association of the Company and the

documents to be filed with the Registrar of Companies as

Companies Act, 2013.

may be necessary and incidental to give effect to the

aforesaid resolution; and to settle any questions,

difficulties or doubts that may arise in this regard."

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3. To pass, with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Sections 23(1)(b), 42, 62(1)(c) of the Companies Act, 2013 (Act), read with the applicable rules framed thereunder including Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and other applicable provisions, if any (including any statutory modifications(s) or re-enactment thereof, for the time being in force); and subject to (i) the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended ("SEBI LODR Regulations"), the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended ("Takeover Regulations") and subject to other applicable rules, regulations and guidelines of SEBI or Reserve Bank of India ("RBI") and/ or the stock exchanges where the shares of the Company are listed; (ii) enabling provisions of the Memorandum and Articles of Association of the Company; (iii) any other rules, regulations, guidelines, notifications, circulars and clarifications, if any, issued from time to time by the Ministry of Corporate Affairs, and/ or any other statutory/ regulatory competent authority, in each case, to the extent applicable and including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force; (iv) requisite approvals, consents, permissions and/ or sanctions of regulatory and other appropriate authorities, as may be required; and subject to such conditions as may be prescribed by any of them while granting any such approvals, consents, permissions and/ or sanctions and which may be agreed to, by the Board of Directors of the Company ("Board"), which term shall be deemed to include any Committee constituted by the Board to exercise its powers including the powers conferred hereunder or any person authorised by the Board or its Committee for such purpose); (v) the completion/ waiver of the conditions precedent under the Share Subscription Agreement dated November 25, 2021 (as may be amended from time to time) executed between the Company and the Subscriber (defined below) (hereinafter referred to as the "SSA") which, inter alia, include the Subscriber having received the approval from the Competition Commission of India for its investment into the Company and (vi) any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent and approval of the members of the Company be and is hereby granted to the Board to create, offer, issue and allot on a preferential basis, 15,40,00,000 equity shares of face value of Rs. 5/- each for cash at a price of Rs. 30.95/- (including premium of Rs. 25.95/- per Equity Share) ("Subscription Shares"), to Kirloskar Ferrous Industries Limited ("Subscriber"), for a total

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consideration of Rs. 476,63,00,000/- ("Preferential Allotment"), provided that the minimum price of equity shares so issued shall not be less than the price arrived at, in accordance with Chapter V of the SEBI ICDR Regulations for preferential issue on such terms and conditions as Board may deem fit in its absolute discretion.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Subscription Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act, annexed hereto, which shall be deemed to form a part hereof.

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI ICDR Regulations, the "Relevant Date" for the purpose of calculating the floor price for issue of equity shares be and is hereby fixed as November 22, 2021 being the date 30 days prior to the date of the Extraordinary General Meeting i.e. December 22, 2021.

RESOLVED FURTHER THAT the Subscription Shares shall be fully paid up and be subject to provisions of Memorandum of Association and Article of Association of the Company and shall rank pari passu in all respects with the existing Equity Shares of the Company listed on the Stock Exchanges bearing ISIN - INE732F01019 including with respect to entitlement to dividend and voting powers other than any statutory lock-in under the SEBI ICDR Regulations from the respective dates of allotment thereof, in accordance with the applicable law.

RESOLVED FURTHER THAT pursuant to the provisions of, and receipt of such approvals as may be required under, the Act, the name of the Subscriber be recorded for issue of invitation to subscribe to the Subscription Shares and a private placement offer letter in Form No.PAS-4 together with an application form be issued to the Subscriber inviting them to subscribe to the Subscription Shares.

RESOLVED FURTHER THAT the monies received by the Company from the Subscriber for application of the Subscription Shares pursuant to the private placement shall be kept by the Company in a separate bank account and the Subscriber shall be required to bring in the entire consideration for the Subscription Shares to be allotted to such Subscriber, on or before the date of allotment thereof.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolutions, the Subscription Shares shall be subject to the following terms and conditions apart from others as prescribed under applicable law and the SSA,

1. the Subscription Shares shall be made fully paid up at the time of allotment and shall be allotted in dematerialized form by the Company within a period of

15 (fifteen) days from the date of shareholders approval

and to take all other steps which may be incidental,

by special resolution, provided that where the allotment

consequential, relevant or ancillary in relation to the

of the said Subscription Shares is subject to receipt of

forgoing, in connection therewith and incidental thereto

any approvals or permissions from any regulatory

as the Board in its absolute discretion shall deem fit

authority or the Central Government, the allotment shall

without being required to seek any fresh or further

be completed within a period of 15 (fifteen) days from

approval of the Shareholders of the Company and that

the date of receipt of last of such approvals or

the Shareholders of the Company shall be deemed to

permissions as prescribed under Regulation 170 of the

have given their approval thereto expressly by the

SEBI ICDR Regulations;

authority of this resolution, and that the decision of the

(b) the Subscription Shares shall be subject to lock-in for

Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is

such period as prescribed under Chapter V of the SEBI

ICDR Regulations;

hereby authorized to delegate all or any of the power

(c) Subscription Shares will be listed and traded on Stock

herein conferred, to any Committee or to one or more

Directors

or

Executives

of

the

Company

including

Exchanges,

subject

to

receipt

of

necessary

regulatory

making

necessary

filings

with

Stock

Exchanges

&

permissions and approvals as the case may be; and

Regulatory Authorities & execution of any documents on

(d) consideration for Preferential Allotment shall be paid

behalf of the Company & to represent the Company

to the Company from bank accounts of the Subscriber.

before any governmental authorities and to appoint

RESOLVED FURTHER THAT for the

purpose

of

Consultants, Professional Advisors and Legal Advisors

to give effect to the aforesaid resolution.

giving effect to the above, the Board be and is hereby

authorized to determine, vary, modify, alter any of the

RESOLVED FURTHER THAT all actions taken by

terms of issue of the Subscription Shares including

the Board in connection with any matter(s) referred to or

reduction of the size of the issue(s), as it may deem

contemplated in any of the foregoing resolution be and

expedient, in its discretion, subject to the provisions of

are hereby approved, ratified and confirmed in all

the Act and the SEBI ICDR Regulations; to effect any

respects."

modifications, changes, variations, alterations, additions

4.

To pass, with or without modification, following

and/ or deletions to the Preferential Allotment as may be

required

by

any

regulatory

or

other

authorities

or

resolution as Special Resolution:

"RESOLVED THAT in

furtherance

to the Special

agencies involved in or concerned with the issue of the

Resolution passed by the members at the Annual General

equity shares;

to

enter

into

contracts,

arrangements,

Meeting of the Company held on September 26, 2014

agreements,

documents (including

to

appoint agencies,

and pursuant to the provisions of Section 180(1)(c) and

intermediaries

and

advisors);

to

file

necessary

other applicable provisions, if any of the Companies Act,

applications

and forms with

the appropriate

authorities

2013 and

the

Rules made

there

under

(including

any

and represent the Company before any governmental or

statutory modification(s) or re-enactment thereof for the

regulatory

authorities

in relation

to

the

Preferential

time being in force), the consent of the Company be and

Allotment

and any

matters incidental thereto; to

make

is hereby

accorded to

the

Board of

Directors of

the

applications

to

the

stock exchanges

for

obtaining

in-

Company

("the Board",

which term

shall include

any

principle approvals, approvals for listing and trading of

committee which the Board may constitute to exercise its

shares and settle all questions, difficulties or doubts that

powers

including

the

powers

conferred

under

this

may arise in regard to the Preferential Allotment and the

resolution)

to

borrow sum(s)

of

monies, from time to

listing, trading of the Subscription Shares with the Stock

time, where the monies to be borrowed, together with the

Exchanges;

to

file

requisite

documents

with

the

monies already borrowed by the Company, (apart from

depositories; and / or to resolve and settle any questions

temporary loans obtained from the Company's Bankers

and difficulties

that

may

arise

in

the

Preferential

in the ordinary course of business) may exceed, at any

Allotment;

utilise

the

proceeds

of

the

Preferential

time upto

the

aggregate

of

the paid

up capital of

the

Allotment; open one or more bank accounts in the name

Company, securities premium and its free reserves, (that

of the Company or otherwise, as may be necessary or

is to say, reserves not set apart for any specific purpose)

expedient in connection with the Preferential Allotment;

provided that the total amount so borrowed shall not at

to generally do all such acts, deeds, matters and things as

any time exceed Rs. 5,000 Crore (Rupees Five Thousand

it may

in

its

absolute

discretion

deemed

necessary,

Crore Only)

and

that

the

Board be

and

is hereby

desirable

and

expedient

for

such

purpose, including

empowered and authorized to arrange or fix the terms

without limitation, issuing clarification on the offer, issue

and conditions of

all

such

moneys

borrowed/ to

be

and allotment of the equity shares and listing of equity

borrowed, from time to time, as to interest, repayment,

shares at

the

Stock Exchanges

as

per

the

terms and

security or otherwise howsoever as it may deem fit, as

conditions

of

SEBI

LODR

Regulations

and

other

also to execute all such deeds and documents as may be

applicable

Guidelines,

Rules

and

Regulations, and

to

necessary, usual or expedient for this purpose.

authorize all such person as may be deemed necessary,

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RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to finalise, settle and execute such documents/ deeds/ writings/ papers/ agreements as may be required and do all such acts, deeds, matters and things, as it may, in its absolute discretion deem necessary, proper or requisite."

5. To pass, with or without modification, following resolution as Special Resolution:

"RESOLVED THAT pursuant to Section 196 & other applicable provisions of the Companies Act, 2013 ('Act') & Rules made there under (including any statutory modification or re-enactment thereof, for the time being in force) & pursuant to the Articles of Association of the Company & such other approvals & sanctions as may be required, consent of the members of the Company be & is hereby accorded to the re-appointment of Mr. Rajiv Goel (DIN: 00328723), Chief Financial Officer of the Company as Whole-time Director for the period from October 01, 2021 up to September 30, 2022 on such terms & conditions as set out in the explanatory statement annexed to this Notice.

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RESOLVED FURTHER THAT Mr. Rajiv Goel, Chief Financial Officer be & is hereby designated as Whole- time Key Managerial Personnel of the Company in terms of Section 203 of the Act.

RESOLVED FURTHER THAT the Board of Directors ('Board'), which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution be & is hereby authorized to alter and vary the terms & conditions of the appointment including remuneration.

RESOLVED FURTHER THAT when re-elected as Director on account of retirement by rotation, such reelection of Mr. Rajiv Goel as Director shall not be deemed to constitute a break in his appointment as the Whole-time Director & that upon such re-election he shall continue to hold office of Whole-time Director as hitherto.

RESOLVED FURTHER THAT the Board be & is hereby authorized to take all steps as may be necessary to give effect to this Resolution."

By Orders of the Board For ISMT Limited

Chetan Nathani

Company Secretary

Pune, November 25, 2021

NOTES:

1. 1. In view of COVID-19 pandemic, Ministry of Corporate Affairs vide General Circular Nos. 14/2020 & 10/2021 dt. April 8, 2020 & June 23, 2021, respectively & SEBI vide Circular dt. May 12, 2020 & January 15, 2021 ('Circulars') 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. As 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 & 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. 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.

1. Board of Directors have appointed Mr. Kuldeep D. Ruchandani (C.P. No. 8563), Partner, M/s. KPRC and Associates, Company Secretaries, as the Scrutinizer.
2. E-VOTINGFACILITY:

1. Members to login to www.evotingindia.comto join the EGM through VC/ OAVM mode 15 minutes before & after the scheduled time of commencement of EGM.
2. 
   Facility of participation in EGM through VC 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 Sunday, December 19, 2021 at 9.00 A.M. (IST) & ends on Tuesday, December 21, 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 December 15, 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 efficiency of voting process, it has been decided to enable e-voting to 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
Individual	Users who have opted for CDSL Easi/
Shareholder	Easiest facility, can login through their
holding		existing login credentials. Option will be
shares	in	made available to reach e-Voting page
Demat	mode	without any further authentication. The
with CDSL	URL for users to login to Easi/ Easiest is
		https://web.cdslindia.com/myeasi/home/l
		ogin or visit www.cdslindia.com and

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