Isgec Heavy Engineering : Record Date

Notice is hereby given that the 89th Annual General Meeting (AGM) of Isgec Heavy Engineering Limited (the Company) will be held on Wednesday, August 24, 2022 at 11:30 a.m. (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) for which purpose the Registered Office of the Company situated at Radaur Road, Yamunanagar-135001, Haryana, shall be deemed as the venue for the Meeting and the proceedings of the AGM shall be deemed to be made thereat, to transact the following business:

AS ORDINARY BUSINESS:

1. Adoption of Audited Standalone Financial Statements:

To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2022, together with the Reports of the Board of Directors and Auditors thereon.

1. Adoption of Audited Consolidated Financial Statements:
   To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2022, together with the Report of the Auditors thereon.
2. Declaration of Dividend:
   To declare Dividend of Rs. 2/- per Equity Share of Re.1/- each, as recommended by the Board of Directors, for the financial year ended March 31, 2022.
3. Appointment of Mr. Kishore Chatnani (DIN No.
   07805465) as Director, liable to retire by rotation:
   To appoint a Director in place of Mr. Kishore Chatnani (DIN No. 07805465), who retires by rotation and being eligible, offers himself for re-appointment.
4. Re-appointmentof Statutory Auditors:
   To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:
   "RESOLVED THAT, pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the

Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and based on the recommendation of the Audit Committee and the Board of Directors, M/s. SCV & Co. LLP, Chartered Accountants, having Firm Registration No. 000235N/N500089, be and are hereby re-appointed as the Statutory Auditors of the Company for the second term of five (5) consecutive years, from the conclusion of this 89th Annual General Meeting till the conclusion of the 94th Annual General Meeting to be held in the year 2027, at such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company."

AS SPECIAL BUSINESS:

6. Appointment of Mrs. Rashi Sikka (DIN: 00320145) as an Independent Director of the Company:

To consider and if thought fit, to pass with or without modification, the following resolution as a Special

Resolution:

"RESOLVED THAT, pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (the "Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re- enactments thereof for the time being in force) read with Schedule IV to the Act and Regulation 16 (1) (b), 17 and 25 (2A) of the SEBI (Listing Obligations and Disclosure Requirements) ("SEBI (Listing Regulations)"), Mrs. Rashi Sikka (DIN: 00320145), who, on the recommendation of the Nomination and Remuneration Committee, was appointed as an Additional Director (Independent) by the Board of Directors at its meeting held on May 28, 2022, in terms of Sections 161 (1) of the Act and whose term of office expires at this Annual General Meeting (AGM) and in respect of whom the Company has received a notice in writing, under Section 160 of the Act, proposing her candidature for the office of Director and who has submitted a declaration that

she meets the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16 (1) (b) of SEBI (Listing Regulations), be and is hereby appointed as an Independent Director of the Company to hold the office for a term of three (3) years with effect from May 28, 2022 upto and including May 27, 2025 and that she shall not be liable to retire by rotation."

7. Ratification of remuneration of the Cost Auditors for the financial year ending March 31, 2023:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution:

"RESOLVED THAT, pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, including any statutory modification(s)

or re-enactment(s) thereof for the time being in force, the Company hereby ratifies the remuneration of Rs. 1,25,000/- (Rupees One Lakh Twenty Five Thousand Only) plus out-of-pocket expenses incurred in connection with the audit, payable to M/s. Gopinathan Mohandas & Co., Cost Accountants (Firm Registration Number: 101499), who are appointed by the Board of Directors as Cost Auditors, to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2023."

By Order of the Board of Directors

For Isgec Heavy Engineering Limited

NOTES:

1. In view of the COVID-19 pandemic and the need for ensuring social distancing, the Government of India, Ministry of Corporate Affairs ("MCA") allowed conducting Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) without the physical presence of Members at a common venue. Accordingly, MCA issued Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020 ("MCA Circulars"), prescribing the procedures and manner of conducting the AGM through VC/OAVM. MCA vide its Circular No. 02/2021 dated January 13, 2021, 19/2021 dated December 08, 2021, Circular No. 21/2021 dated December 14, 2021 and Circular No. 3/2022 dated May 05, 2022 and the Securities and Exchange Board of India ("SEBI") also vide its Circular dated May 12, 2020 read together with May 13, 2022 permitted holding of AGM through VC/OAVM. In compliance with the applicable provisions of the Companies Act, 2013, MCA Circulars and applicable provisions of the SEBI Circulars, the 89th AGM of the Members will be held through VC/ OAVM. Hence, Members can attend and participate in the AGM through VC/OAVM only.
2. Since this General Meeting is held through VC/OAVM the physical attendance of members is dispensed with and no proxies would be accepted by the Company pursuant to the relevant MCA Circulars.
3. No attendance slip/route map has been sent along with this Notice as the meeting is held through VC/OAVM.
4. Members who are Shareholders as on Wednesday, August 17, 2022 can join the AGM 30 minutes before the commencement of the AGM i.e. at 11:00 a.m. (IST) and till the time of the conclusion of the Meeting by following the procedure mentioned in this Notice.
5. The facility of participation at the AGM through VC/OAVM to at least 1000 members on first come first serve basis. However, attendance of Members holding more than 2% of the shares of the Company, Institutional Investors

as on Wednesday, August 17, 2022 and Directors and Key Managerial Personnel, the Chairpersons of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship and Grievances Committee, the Risk Management Committee, the Corporate Social Responsibility Committee and Auditors will not be restricted on first come first serve basis.

6. Members attending the Meeting through VC/OAVM will be counted for the purpose of reckoning Quorum under Section 103 of the Companies Act, 2013.

1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
2. In Compliance with the aforesaid MCA Circulars and SEBI Circular dated May 13, 2022, Notice of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. MCA and SEBI have dispensed with the requirement of printing and sending physical copies of the Annual Report and the Notice of the AGM. The Members may note that the Notice calling the AGM along with the Annual Report 2021-22 has been uploaded on the website of the Company at www.isgec.comin Investor Relations Section under Notices to the Shareholders tab and under Annual Report tab. The Notice of the AGM along with Annual Report 2021-22 can also be accessed from the websites of the BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.com, respectively and on the website of the National Securities Depository Limited (NSDL) (agency for providing the Remote e-voting and e-voting facility) i.e. www.evoting.nsdl.com.
   The Company has also published an advertisement in the newspapers containing the details about the AGM i.e. the conduct of the AGM through VC/OAVM, date and time of the AGM, availability of notice of the AGM along with Annual Report 2021-22 at the Company's website and manner of registering the email IDs, Mobile No. and bank mandate of those Members who have not registered the said details with the Company/ Company's Share Transfer Agent, M/s. Alankit Assignments Limited.
3. Those Members who have not yet registered their email address are requested to get their email address registered by following the procedure given below:
4. 1. Members who have not registered their email address and mobile nos. including address and bank details may please contact and validate/update their details with their respective Depository Participant in case of shares held in electronic form and in case the shares are held in physical form, with Registrar and Share Transfer Agents, M/s. Alankit Assignments Ltd., atrta@alankit.comor ramap@alankit.com
   2. Members who have already registered their email address are requested to get their email address validated with their Depository Participant / the Company's Registrar and Share Transfer Agent, M/s. Alankit Assignments Ltd., to enable servicing of