Notice is hereby given that the 39th Annual General Meeting of the members of ModernSteels Limited will be held on Wednesday, the 11th September, 2013 at 11.00 a.m. at theRegistered Office of the Company at G.T. Road, Mandi Gobindgarh, Distt. Fatehgarh Sahib,Punjab -147 301 to transact the following business:-

As Ordinary Business:

1. To consider and adopt the Audited Balance Sheet as at 31st March, 2013, theStatement of Profit & Loss of the Company for the year ended on that date and theReports of the Directors and Auditors thereon.

2. To appoint a Director in place of Prof. Triloki Nath Kapoor who retires by rotationand being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. P.L. Talwar who retires by rotation and beingeligible, offers himself for re-appointment.

4. To appoint Auditors of the Company and to fix their remuneration. The retiringAuditors M/s. A. Goel & Associates, Chartered Accountants, are eligible forre-appointment.

As Special Business:

5. To consider and if thought fit, to pass with or without Modification(s) thefollowing resolution as a SPECIAL RESOLUTION

"RESOLVED THAT subject to the provisions of Sections 198, 269, 309 and 310 readwith Schedule XIII of the Companies Act, 1956, and other applicable provisions, necessaryconsents and approvals, if any, approval of the Company be and is hereby given to there-appointment of Mr. Amarjit Goyal as Whole Time Director of the Company for a period ofthree years w.e.f. 29th June 2013 on the remuneration and on such terms and conditions asset out in the Explanatory Statement attached hereto and as approved by the RemunerationCommittee with the liberty and authority to the Board of Directors of the Company to alterand vary such terms and conditions including remuneration as may be agreed to by the Boardof Directors of the Company and Mr. Amarjit Goyal, subject to the conformity with theprovisions of the Companies Act, 1956."

6. To consider and if thought fit, to pass with or without Modification(s) thefollowing resolution as a SPECIAL RESOLUTION

"RESOLVED THAT in accordance with the provisions of Section 81(1A) and allother applicable provisions, if any, of the Companies Act, 1956, (including any statutorymodification or re-

iii) The requisite number of shares against the Warrants so allotted, be issued infavour of the Promoter & Promoter Group/Investor:- (a) upon receipt of the balanceexercise price from them, as specified above, within the stipulated time of 18 months fromthe date of allotment of the Warrants and (b) surrender of the Warrants by them to theCompany.

iv) The amount referred in point ii) above shall be non-interest bearing and forfeited,if the option to acquire share is not exercised within a period of 18 months from the dateof allotment of Warrants.

v) The number of Warrants and price per Warrant shall be appropriately adjusted,subject to the Companies Act, 1956, and Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations, 2009 for corporate actions such as bonusissue, rights issue, stocks split, merger, de-merger, transfer of undertaking, sale of adivision, or any such capital or corporate re-structuring.

vi) The Equity Shares to be issued and allotted on conversion of Warrants shall belisted and traded on The Bombay Stock Exchange Limited and shall be subject to theprovisions of the Memorandum and Articles of Association of the Company and shall rankpari-passu in all respects, including dividends with the existing equity shares of theCompany.

vii) In pursuance of the preferential allotment as aforesaid to the Promoter &Promoter Group/ Investor, their pre and post preferential holdings in the Company shallremain locked in for such periods as specified under the Securities and Exchange Board ofIndia (Issue of Capital and Disclosure Requirements) Regulations, 2009.

viii) The Board be and is hereby authorized to accept any modification(s) or to modifythe terms of issue of the said Warrants or Equity Shares subject to provisions of theCompanies Act, 1956 and SEBI Guidelines/Regulations, without being required to seek anyfurther consent or approval of the members of the Company in General Meeting.

ix) The Warrants as aforesaid be issued to the Promoter & Promoter Group/Investorunder the signature of any one of the Directors of the Company and the Secretary of theCompany and the common seal of the Company be affixed thereto.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board beand is hereby authorized to do all acts, deeds and things as the Board may in its absolutediscretion consider necessary, proper, desirable or appropriate for making the said issueas aforesaid and to settle any question, difficulty or doubt that may arise in this regardand to take such consequential action thereon including the authority to revise/adjust thevalue/quantum of shares or any portions thereof in such manner as may be consideredappropriate by the Board, in the event of such variation being considered expedient as aresult of any modification effected b) SEBI or other authorities.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any ofthe powers to any Committee of Directors of the Company to give effect to the aforesaidresolutions."