Bajaj Steel Industries Ltd

NOTICE is hereby given that the Fifty Second Annual General Meeting of the Members of Bajaj Steel Industries Limited will be held on Wednesday, the 25th Day of September, 2013 at 4.00 P.M. at VIA Hall, Udyog Bhavan, Civil Lines, Nagpur - 440 001 (Maharashtra) to transact the following business:

1. To receive, considerand adopt the Profit and Loss Accountfor the year ended 31st March, 2013 and the Balance Sheet as at that date and Reports of the Auditors and Directors thereon;

2. To Declare dividend on Equity Shares of the Company for the year ended as on 31st March, 2013;

3. To considerand if thought fit, to pass, with or without modification(s), the following resolutions as

Ordinary Resolutions:

"RESOLVED THAT pursuant to the provisions of Section 224 and other applicable provisions, if any of the Companies Act 1956 M/s B. Chhawchharia & Co, Chartered Accountants, Nagpur the retiring statutory Auditors, be and hereby re-appointed as the Statutory Auditors of the Company to hold office till the conclusion of the next Annual General Meeting at a remuneration as decided by the Board of Directors of the Company."

4. To appoint a Director in place of Shri Mohan Agrawal who retires by rotation, and being eligible, offers himself for re-appointment.

5. To appoint a Director in place of Shri Alok Goenka who retires by rotation, and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

To considerand, if thought fit, to pass with or without modification(s) the following Resolution as SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to section 314 (1B) read with Director's Relative (Office or Place of Profit), Rules,2011 and other applicable provisions of the Companies Act, 1956 and subject to the consent of shareholders and such other approval as may be required ,Shri Ashish Bajaj S/o Shri Vinod Kumar Bajaj, be and is hereby re- appointed as Chief Executive Officer (CEO) of Superpack Division, A Division of Bajaj Steel Industries Limited, for the further period of One year w.e.f. 20.03.2013 on Monthly Remunerations appended to the notice.

RESOLVED FURTHER THAT the Monthly Remuneration, at any time hereinafter shall not exceed the Limits as prescribed in Rule 3 of the Director's Relative (Office or Place of Profit) Rules, 2011 which is Rs 2,50,000/- per month or Rs 30,00,000/- per annum including any revision /alteration thereof as the case may be and at any time the monthly remuneration exceeds the limit prescribed in Rule 3, the prior consent of the shareholders through Special Resolution and approval of the Central Government shall be required to be taken before making any such increased payment.

RESOLVED FURTHER THAT Shri Ashish Bajaj as a Chief Executive Officer of Superpack Division of the Company shall be solely responsible & liable for all the operations (including Day to Day operations), activities and all the compliances including Statutory & Labour compliances applicable to the Superpack Division of the Company from time to time and necessary forms / papers in relation thereof shall be filed to the concerned authorities.

RESOLVED FURTHER THAT Shri Ashish Bajaj, Chief Executive Officer (CEO) of the Superpack Division shall have the general powers and authorities for operation of Superpack Division.

RESOLVED FURTHER THAT Shri Rohit Bajaj, Managing Director or Shri Sunil Bajaj, Executive Director of the Company be and are hereby authorized to file e-form 1AA to the Ministry of Corporate Affairs(MCA) pursuant to Section 5 of the Companies Act, 1956 in terms of reappointment of Shri Ashish Bajaj as a Chief Executive Officer (CEO) of the Superpack Division of the Company.

RESOLVED FURTHERTHAT any one of the following Directors/Officials of the Company be and are hereby authorized to submit all necessary papers documents, application, etc and comply with the formalities in respect of appointment of Shri Ashish Bajaj.