Monnet lspat & Energy Limited (Joint Venture Company by AION & JSW Steel Limited) Village & P.O.: Naharpali, Tehsil.: Kharsia, Raigarh - 496 661 (Chhattisgarh) CIN : L027 l 0CTl 990PLC009826, GST : 22AAACM050 lD l ZK Phone: +91 7762 275 502 / 03 / 04, Fax: +91 7762 275 505, +91 7762 391 510 E-mail : [email protected], Website : www.aionjsw.in E-mail / Online Upload Copy June 24, 2019 DGM-Deptt. of Corporate Services Listing Department BSE Limited National Stock Exchange of India Phiroze Jeejeebhoy Towers, Dalal Street, 'Exchange Plaza', Bandra Kurla Complex, MUMBAl-400001 MUMBAl-400051 Listing Department Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata - 700001 BSE Scrip Code: 513446 / NSE Scrip Code: AIONJSW SUB: Notice of 29th Annual General Meeting and Annual Report of the Company for the financial year 2018-19 Ref: Disclosure under regulation 30 and 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir, In compliance with regulation 30 and 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Annual Report of the Company for the· financial year 2018-19 along with the Notice convening the 29th Annual General Meeting (AGM) scheduled to be held on Friday, 19th July, 2019 at 01:30 p.m. at the Registered Office of the Company at Monnet Marg, Mandir Hasaud, Raipur-492101 (Chhattisgarh). The said Notice of AGM and Annual Report has been uploaded on the website of the Company at www.aionjsw.in. You are requested to take the above information on record. Thanking you, Y .s faithfolly, o:t et lspat and Energy Limited ~ ' 1::-- ~ ap) ny selcretary & Compliance Officer Corporate Office: Art Guild House, A-Wing 2nd Floor, Unit No-13, Phoenix Mall Compound, LBS Marg, Kurla West, Mumbai - 400 070 Phone: +91 22 4043 5999, E-mail: [email protected] Regd. Office & Works: Monnet Marg, Mandir Hasaud, Raipur- 492 l 01 (Chhallisgarh) Phone: +91 771 2471 334 to 339, Fax: +91 771 2471 250, E-mail: [email protected] Monnet Ispat and Energy Limited Registered Office: Monnet Marg, Mandir Hasaud, Raipur-492101 (Chhattisgarh) Phone: +91 771 2471 334; Fax: +91 771 2471250 Corp. Office: Art Guild House, A-Wing 2nd Floor, Unit No- 13, Phoenix Mall Compound, LBS Marg, Kurla West, Mumbai- 400070 (Maharashtra) Email: [email protected]; Website: www.aionjsw.in Phone: +91.22.40435999; CIN: L02710CT1990PLC009826 NOTICE NOTICE is hereby given that the 29th Annual General Meeting of be mutually determined by the Board of Directors of the the members of MONNET ISPAT AND ENERGY LIMITED (“the Company in consultation with the Auditors plus applicable Company”) will be held at the Registered Office of the Company taxes and reimbursement of out of pocket expenses, as at Monnet Marg, Mandir Hasaud, Raipur-492101 in the State of may be incurred by the Auditors in connection with the audit Chhattisgarh on Friday, 19th July 2019 at 01.30 p.m. to transact the of financial statements of the Company during their tenure following business: - as the Auditors; ORDINARY BUSINESS RESOLVED FURTHER THAT the Board of Directors of the Company (which includes any Committee of the Board) be 1. To receive, consider and adopt: and is hereby authorized to do all necessary acts, deeds, . a The audited financial statements of the Company for things and matters, and execute all such documents, as may the financial year ended 31st March, 2019 together be necessary in this regard from time to time to give effect to with the reports of the Board of Directors’ and the this resolution.” Auditors thereon. SPECIAL BUSINESS . b The audited consolidated financial statements of the st 5. To ratify Cost Auditors’ remuneration Company for the financial year ended 31 March, 2019 To consider and if though fit, to pass, with or without together with the report of the Auditors thereon. modification(s), the following resolution as an Ordinary Resolution: 2. To appoint a Director in place of Mr. Ravichandar Moorthy Dhakshana (DIN: 03298700), who retires by rotation and being “RESOLVED THAT pursuant to the provisions of Section 148 eligible, offers himself for re-appointment. and all other applicable provisions, if any, of the Companies Act, 2013 as amended (the Act), the Companies (Audit and 3. To appoint a Director in place of Mr. Seshagiri Rao M.V.S (DIN: Auditors) Rules, 2014 and other applicable Rules and provisions 00029136), who retires by rotation and being eligible, offers if any, of the Act, the remuneration of ` 3,00,000/- only (Rupees himself for re-appointment. three lacs only) plus applicable taxes and reimbursement of actual travel and out of pocket expenses payable to M/s 4. To appoint statutory auditors of the Company and fix their Shome & Banerjee, Cost Accountants, (ICWAI Registration remuneration and in this regard to consider and, if thought No. 000001) as Cost Auditors of the Company, for the financial fit, to pass with or without modification(s), the following year 2019-20, as approved by the Board of Directors of the resolution as an Ordinary Resolution: Company, be and is hereby ratified.” “RESOLVED THAT pursuant to the provisions of Section 6. To approve material related party transactions with 139, 141 and 142 and other applicable provisions, if any, of JSW Steel Limited the Companies Act, 2013 (“Act”) (including any statutory To consider and if though fit, to pass, with or without modification(s) or re-enactment(s) thereof for the time modification(s), the following resolution as an being in force) read with Rule 3 of the Companies (Audit and Ordinary Resolution: Auditors) Rules, 2014 (“Auditor Rules”), and pursuant to the recommendations of the Audit Committee and the Board “RESOLVED THAT pursuant to the provisions of Section of Directors, M/s Deloitte Haskins & Sells LLP, Chartered 188 and other applicable provisions of the Companies Act, Accountants, (Firm Registration No 117366W/ W-100018) 2013 (“Act”) read with the applicable rules issued under the who have provided their written consent for appointment as Act (including any statutory modification(s) or re-enactment auditors, and also provided their eligibility certificate as per thereof, for the time being in force), Regulation 23 and other Rule 4 of the Auditor Rules, be and are hereby appointed as applicable provisions of the Securities and Exchange Board the Statutory Auditors of the Company (“Auditors”), to hold th of India (Listing Obligations and Disclosure Requirements) such office from the conclusion of this 29 Annual General th Regulations, 2015, the Company’s Policy on “Materiality Meeting (“AGM”) until the conclusion of 34 AGM of the of Related Party Transactions and also on dealing with Company, on such remuneration payable to Auditors as may Related Party Transactions” and all other applicable laws year 2019-20 upto and including financial year 2021-22, and regulations, as amended, supplemented or re-enacted provided that the said transaction(s) is/are entered into/ from time to time, and pursuant to the consent of the Audit carried out on arm’s length basis and in the ordinary course Committee and consent of the Board of Directors of the of the business of the Company and on such terms and Company, the approval of the shareholders of the Company conditions as may be considered appropriate by the Board of be and is hereby accorded to the Company to enter into Directors (including any authorised Committee thereof); contract(s)/arrangement(s)/transaction(s) with JSW Steel Limited (“JSW Steel”) a related party for effecting purchase RESOLVED FURTHER THAT the Board of Directors of the and sale of materials and availing of services including availing Company (which includes any Committee of the Board) be license for use of brand of JSW Steel, as more particularly set and are hereby authorized to do all necessary acts, deeds, out in the explanatory statement for Item No. 6 to this Notice things and execute all such documents, undertaking as may of 29th Annual General meeting for an amount not exceeding be necessary in this regard from time to time to give effect to in the aggregate ` 1,323,50,00,000 (Rupees one thousand above resolution.” three hundred and twenty three crores and fifty lakh only), per financial year, commencing from financial year 2019-20 8. To approve material related party transactions with and upto and including financial year 2021-22, provided that Dolvi Coke Projects Limited the said transactions are entered into/ carried out on arm’s To consider and if though fit, to pass, with or without length basis and on such terms and conditions as may be modification(s), the following resolution as an considered appropriate by the Board of Directors (including Ordinary Resolution: any authorised Committee thereof); “RESOLVED THAT pursuant to the applicable provisions of RESOLVED FURTHER THAT the Board of Directors of the the Companies Act, 2013 (“Act”) read with the applicable rules Company (which includes any Committee of the Board) be issued under the Act (including any statutory modification(s) and are hereby authorized to do all necessary acts, deeds, or re-enactment thereof, for the time being in force), things and execute all such documents, undertaking as may Regulation 23 and other applicable provisions of the Securities be necessary in this regard from time to time to give effect to and Exchange Board of India (Listing Obligations and the above resolution.” Disclosure Requirements) Regulations, 2015, the Company’s Policy on “Materiality of Related Party Transactions and also 7. To approve material