VALLABH STEELS LIMITED

(Govt. of India Recognised One Star Export House) . Regd. & Administrative Office: G. T. Road, Sahnewal, Ludhiana - 141 120 (INDIA) Phones : +91-161~2511412, 2511413, Fax: +91-161-2511414 E-mail: [email protected] CIN : L27109PB1980PLC004327

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VSL:BSE: 2020~21 Dated: 03.12.2020

BSE Limited Floor-25, P.J.Towers, Dalal Street, Mumbai- 400 001

Sub: Notice of 40th Annual General Meeting.

Dear Sir,

We wish to inform you that the 40th Annual General Meeting of the Company is scheduled to be held on Saturday, December 26, 2020 at 10.00 A.M. at the Registered Office of the Company situated at G.T. Road, Village Pawa, Sahnewal, Ludhiana-141120, Punjab.

Pursuant to Regulation 30 and other applicable provisions, if any of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find herewith enclosed copy of Notice ofthe 40th Annual General Meeting ofthe Company.

Kindly take the same on record and acknowledge receipt of the same.

Thanking you,

Yours faithfully, For V lab Steels Limited

(K Bhalla) Compan Secretary

Encl.: as above

2019-2020

NOTICE

Notice is hereby given that the 40th Annual General Meeting of the members of Vallabh Steels Limited will be held at Registered Office of the company at G.T. Road, Village Pawa, Sahnewal, Ludhiana on Saturday, the 26th December, 2020 at 10.00 A.M. to transact the following business:-

AS ORDINARY BUSINESS

1. ADOPTION OF FINANCIALSTATEMENTS:

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2020, the Audited Financial Statements of the Company for the financial year ended on that date and the Reports of Auditors and Board of Directors thereon.

2. APPOINTMENT OF MR. KAPIL KUMAR JAIN AS ADIRECTOR LIABLE TO RETIRE BY ROTATION:

To appoint a Director in place of Mr. Kapil Kumar Jain (DIN: 00755228), who retires by rotation and, being eligible, offers himself for re-appointment.

AS SPECIAL BUSINESS

3. APPROVALOF REMUNERATION OF COST AUDITOR:

TO APPROVE AND TO RATIFY THE REMUNERATION OF COST AUDITOR AND IN THIS REGARD TO CONSIDER AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATIONS, IF ANY, THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, 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), payment of remuneration to M/s. Meenu & Associates, Cost Accountants (having Firm Registration No. 100729), appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2021, of Rs. 30,000/- (Rupees Thirty Thousand Only) plus taxes and reimbursement of actual out of pocket expenses in connection with the aforesaid audit be and is hereby approved."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts, deeds and things and to take all such steps as may be necessary, proper or expedient to give effect to this resolution."

4. APPOINTMENT OF SECRETARIAL AUDITORS:

TO APPROVE THE APPOINTMENT OF THE SECRETARIAL AUDITORS FOR THE FINANCIAL YEAR ENDING MARCH 31, 2021 AND IN THIS REGARD TO CONSIDER AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), IF ANY, THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the consent of the Company be and is hereby accorded to appointment of M/s. RCS & Company, Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2020-21 on such remuneration as may be mutually decided by the Board and the Secretarial Auditors plus taxes and actual out of pocket expenses incurred by them in connection with aforesaid audit."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

5. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION FOR REGULARIZATION OF MRS. NEELAM SHARMA AS DIRECTOR OF THE COMPANY:

"RESOLVED THAT Mrs. Neelam Sharma (having DIN 07656064), who was appointed as an Additional Director with effect from January 29, 2020 on the Board of the Company in terms of Section 161 of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting and in respect of whom a notice has been received from a member in writing, under section 160 of the Companies Act, 2013 along with requisite deposit, proposing her candidature for the office of a director, be and is hereby appointed as a director of the Company.''

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6. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION FOR APPOINTMENT OF MRS. NEELAM SHARMA AS AN INDEPENDENT DIRECTOR:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made there under, including any amendment, modification, variation or reenactment thereof read with Schedule IV to the Companies Act, 2013, for the time being in force, Mrs. Neelam Sharma (having DIN 07656064), Director of the Company, be and is hereby appointed as an Independent Director of the Company, to hold office as such for a period of 5 (five) consecutive years, with effect from the date of her appointment and that she shall not be liable to retire by rotation."

BYORDER OF THE BOARD OF DIRECTORS

PLACE : LUDHIANA Sd/- DATED : 28.11.2020 (KOMAL BHALLA) COMPANY SECRETARY

NOTES:

• 1. The Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013, which sets out details relating to Special Business at the meeting is annexed herewith and forms part of this notice.
• 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. PROXY FORM, IN ORDER TO BE EFFECTIVE, DULY COMPLETED, STAMPED AND SIGNED, MUST BE DELIVERED AT THE REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE SCHEDULED TIME OF THE MEETING. THE BLANK PROXY FORM IS ENCLOSED.

A PERSON CAN ACT AS A PROXY ON BEHALF OF THE MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS APROXYFOR ANYOTHER PERSON OR SHAREHOLDER.

• 1. Corporate Members intending to send their authorized representative(s) to attend the Annual General Meeting, pursuant to Section 113 of the Companies Act, 2013, are requested to send to the Company, a certified copy of the Board Resolution together with the respective specimen signature(s) of those representative(s) authorized under the said resolution to attend and vote on their behalf at the Meeting.
• 1. The Register of Members and Share Transfer Books of the company will remain closed from Sunday, the 20th December, 2020 to Saturday, the 26th December, 2020 (both days inclusive) on account of Annual General Meeting.
• 1. Members, Proxies and Authorised representatives are requested to bring to the meeting, the attendance slips enclosed herewith duly completed and signed mentioning therein details of their DPId and Client ID/Folio No. (as the case may be).
• 1. Members holding shares in physical mode are requested to notify the change in their address, if any, at the earliest to the Registrar & Share Transfer Agents of the company. However, members holding shares in electronic mode may notify the change in their address, if any, to their respective Depository Participants (DPs).
• 1. As Amended by SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 dated June 08, 2018 members holding shares in physical form are mandatorily required to dematerialize their holding in order to eliminate all risks associated with physical shares. Members can contact the Company or Mas Services Limited for further assistance.
• 1. The Securities and Exchange Board of India (SEBI) vide circular dated April 20, 2018 as modified by circular dated July 16, 2018 has mandated the submission of Permanent Account Number (PAN) and Bank Account details by every participant in securities market. Members of the company holding shares in physical form can submit their PAN and Bank Account details to the Company/Registrar and Share Transfer Agent (RTA).
• 1. Pursuant to the provisions of Section 124 of the Companies Act, 2013, no amount is pending or lying unpaid or unclaimed for a period of 7 (Seven) years to be transferred to the Investor Education and Protection Fund (IEPF) constituted by Central Government.

• 1. Members are requested to send their queries on the accounts, if any, so as to reach the Registered Office of the Company at least seven days before the meeting to enable the company to have relevant information ready at the meeting.
• 1. M/s. K. R. Aggarwal & Associates, Chartered Accountants, Ludhiana (Firm Regn. No. 030088N) were appointed as Statutory Auditors of the Company and they hold office till the conclusion of 42nd AGM (to be held in calendar year 2022). In view of the amendments made by Companies (Amendment) Act, 2017 the requirement of ratification of Statutory Auditors at every general meeting is no more necessary. As such resolution for seeking ratification of appointment of Statutory Auditors has not been placed before the shareholders at this Annual General Meeting.
• 1. A brief resume of Directors to be re-appointed, nature of their expertise in specific functional areas, disclosure of relationship between directors inter-se, names of Companies in which the person holds the directorship and the membership of Committees of the board and shareholding of non-executive directors as stipulated under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the explanatory statement and annexure to this notice.
• 1. Copy of the Annual Report including notice of the 40th Annual General Meeting (AGM) of the Company, inter alia, indicating the process and manner of e-voting is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes through electronic mode unless any member has requested for a physical copy of the same. For members who have not registered their email address, physical copies of the same is being sent through the permitted mode.
• 1. Members are requested to bring their copy of Annual Report along with them to the AGM.
• 1. The Registers maintained under Section 170, 189 of the Companies Act, 2013 will be available for inspection by the members at the AGM.
• 1. The facility for voting through ballot or polling paper will also be available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting will be able to exercise their right at the meeting. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.
• 1. Members may also note that the Notice of the 40th AGM and the Annual Report for the financial year 2019-20 is also available on the Company's website at www.vallabhsteelsltd.in and on the website of the Stock Exchange i.e www.bseindia.com
• 1. Members may also note that the equity shares of the company have been included in the list of securities for compulsory trading in dematerialized form under ISIN No. INE457E01016. Shareholders are, therefore, advised to dematerialize their shareholding to avoid inconvenience in future. After 31st March, 2019 the shares held in physical form will not be transferred. They are requested to send their Dematerialisation Request Form (DRF) through their Depository Participant (DP).

VOTING THROUGH ELECTRONIC MEANS:

In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to the members facility to exercise their right to vote on resolutions proposed to be considered at the 40th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting service. The facility of casting of votes by the members using an electronic voting system will be provided by National Securities Depository Limited (NSDL).

PROCESS AND MANNER FOR E-VOTING: The instructions for e-voting are as under:

• A. In case of members receiving e-mail from RTA/NSDL (for Members whose e-mail ids are registered with the Company/Depositories):
• i. Open e-mail and open PDF file viz. "VSL-remote e-Voting.pdf" with your client ID or Folio No. as password containing your user ID and password for remote e-voting. Please note that the password is an initial password.
• ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com.
• iii. Click on "Shareholders" Login.
• iv. Put User Id and password as initial password noted in step (i) above. Click Login.
• v. Password change menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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2019-2020

• vi. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
• vii. Select "EVEN" of "Vallabh Steels Limited" which is 115116
• viii. Now you are ready for remote e-voting as Cast Vote page opens.
• ix. Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.
• x. Upon confirmation, the message "Vote cast successfully" will be displayed.
• xi. Once you have voted on the resolution, you will not be allowed to modify your vote.
• xii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected].
• B. In case Members receiving the physical copy of Notice of 40th Annual General Meeting (for Members whose e-mail ids are not registered with the Company/Depositories or requesting physical copy):
• a. Initial password is provided in the attendance slip.
• b. Please follow all steps from Sl. No. (ii) to Sl. No. (xii) of 'A' above to cast vote.
• c. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222 990.
• d. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.
• e. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
• f. Any person, who acquires shares and becomes member of the Company after dispatch of the notice and holding shares as on the cut-off date i.e. Saturday, the 19th December, 2020 may also obtain the login ID and password by sending a request at [email protected] or RTA, Mas Services Limited. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and

password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222- 990.

g. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM.

C. General Instructions:

• i) The e-voting period shall commence at 9.00 a.m. on Wednesday, the 23rd December, 2020 and shall end at 5.00 p.m. on Friday, the 25th December, 2020. During this period members of the Company, holding shares either in physical or in dematerialized form, as on the record date i.e. Saturday, the 19th December, 2020, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
• ii) The Company has appointed Mr. Jatin Singal, Practicing Company Secretary (Membership No. FCS 9716 & C.P. No. 11976) to act as the Scrutinizer to scrutinize the voting at AGM and for e-voting process in a fair and transparent manner.
• iii) The Scrutinizer shall after the conclusion of voting at the AGM, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
• iv) The results declared alongwith the report of Scrutinizer shall be placed on the website of the Company at www.vallabhsteelsltd.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him and the same shall be communicated to Stock Exchange.
• v) Members are requested to support the "Green Initiative" by registering their E-mail address with the Company, if not already registered. Those members who have changed their E-mail ID are requested to register their new E-mail ID with the Depositary Participant where shares are held in Demat mode and in case the shares are held in physical form, may register the E-mail ID with the Registrar & Share Transfer Agent of the Company by sending a letter under their Registered Signature at the below mentioned address:

Mas Services Limited

T-34, 2nd Floor, Okhla Industrial Area, Phase- II, New Delhi- 110020, Phone: 011-26387281-83, Fax: 011- 26387384, E-mail: [email protected]

BYORDER OF THE BOARD OF DIRECTORS

PLACE : LUDHIANA Sd/- DATED : 28.11.2020 (KOMAL BHALLA) COMPANY SECRETARY

EXPLANATORY STATEMENT OF MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 CONCERNING ITEM NOS. 3 TO 6 OF SPECIAL BUSINESS (AS PART OF NOTICE):

FOR ITEM NO. 3

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Meenu & Associates, Cost Accountants as the Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2021.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by the members of the Company.

Accordingly, the Board has recommended and seeks consent of the members for passing an Ordinary Resolution as set out at Item No. 3 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2021.

None of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the Notice.

FOR ITEM NO. 4

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. RCS & Company, Company Secretaries as Secretarial Auditors to conduct the audit of the Company for the financial year 2020-21 pursuant to the provisions of Section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Accordingly, the Board recommended and seeks consent of the members for passing an Ordinary Resolution as set out at Item No. 4 of the Notice for appointment of the Secretarial Auditors for the financial year ending March 31, 2021.

None of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

FOR ITEM NO. 5 & 6

Mrs. Neelam Sharma was appointed as an Additional Director w.e.f. January 29, 2020 in accordance with the provisions of Section 161 of the Companies Act, 2013 and Articles of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing Annual General Meeting.

In this regard the Company has received request in writing from a member of the company along with requisite deposit proposing candidature of Mrs. Neelam Sharma for appointment as Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013. Further she has given a declaration that she meets the criteria for independence as provided in section 149(6) of the Companies Act, 2013.

In the opinion of the Board, Mrs. Neelam Sharma fulfils the conditions as specified in the Act & Rules made thereunder for appointment as Independent Director and she is independent of the management. The Board recommends resolutions under Item Nos. 5 and 6 to be passed as ordinary resolutions.

None of the Directors, except Mrs. Neelam Sharma, the appointee and Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise, in the said resolution.

BY ORDER OF THE BOARD OF DIRECTORS

PLACE : LUDHIANA Sd/- DATED : 28.11.2020 (KOMAL BHALLA) COMPANY SECRETARY

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ANNEXURE TO THE NOTICE

DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING

[Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard]

Note : *Mrs. Neelam Sharma has been appointed on 29th January, 2020

Regd. Off.: G.T. Road, Village Pawa, Sahnewal, Ludhiana-141 120(Punjab), India, CIN: L27109PB1980PLC004327 Tel.:+91-161-2511413, Fax: +91-161-2511414, E-mail: [email protected], website: www.vallabhsteelsltd.in

ATTENDANCE SLIP

I/We hereby record my/our presence at the 40th Annual General Meeting held on Saturday, the 26th day of December, 2020 at 10.00 a.m. at Registered Office of the Company at G.T. Road, Village Pawa, Sahnewal, Ludhiana.

(SIGNATURE OF SHAREHOLDER/PROXYHOLDER)__________________________________

Notes:

(i) Members/Proxy holders are requested to produce the attendance slip duly signed for admission to the meeting hall.

(ii) Members are requested to bring their copy of Annual Report.

*Applicable for investors holding shares in electronic form.

** Please tick anyone.

Regd. Off.: G.T. Road, Village Pawa, Sahnewal, Ludhiana-141 120(Punjab), India, CIN: L27109PB1980PLC004327 Tel.:+91-161-2511413, Fax: +91-161-2511414, E-mail: [email protected], website: www.vallabhsteelsltd.in

Form No. MGT-11 PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014)

Name of the member(s): Registerd Address: D.P. ID*: Folio No. : Client ID*: No. of Share(s) held:

I/We, being the member/members of VALLABH STEELS LIMITED, hereby appoint:

as my/our proxy to attend and vote for me/us on my/our behalf at the 40th Annual General Meeting of the Company to be held on Saturday, the 26th day of December, 2020 at 10.00 A.M. and at any adjournment thereof in respect of such resolutions as are indicated below:

Signed this __________ day of December, 2020. Signature ___________________

Notes:

(i) A Member entitled to attend & vote at the meeting is entitled to appoint a proxy to attend & vote on poll instead of himself/herself.

(ii) The proxy form duly signed across the revenue stamp of Re. 1/- should reach the Company's Regd. Office at least 48 hours before the scheduled time of the meeting.

*Applicable for investors holding shares in electronic form.

** Please tick anyone.