I ,vvrn*oi

ELECTROTHERM(INDIA) LTD.
Ref. No. : ElL/SD/32 ND AGM NOTICE/2018-2019/51X
Date : 5th September, 2018

To, To,
General Manager (Listing) Listing Department
BSE Ltd., National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra - Kurla Complex,
Dalal Street, Fort, Mumbai —400 001 Bandra (East), Mumbai-400 051
COMPANY CODE: 526608 COMPANY CODE: ELECTHERM

Dear Sir/Madam,

Subject :- Notice of 32 nd Annual General Meeting and Cut-off date for remote E-Voting

With regard to above subject, please find attached herewith a copy of the Notice of the 32n d
Annual General Meeting of the Company will be held on Friday, 28 th September, 2018 at
10:00 a.m. at Ahmedabad Management Association (AMA), ATIRA Campus, Dr. Vikram
Sarabhai Marg, Ahmedabad - 380 015.

The remote e-voting period begins from Tuesday, 25th September, 2018 at 9:00 a.m. and
ends on Thursday, 27th September, 2018 at 5:00 p.m. No remote e-voting shall be allowed
beyond the said date and time. During this period, Members of the Company, holding shares
either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, 211t
September, 2018, may cast their vote electronically.

You are requested to please take the same on your record.

Thanking you,

Yours faithfully,

For Electrotherm (India) i ite

mar Soni
Company Secretary
(Membership No.

REGD. OFFICE:
ELECTROTHERM (India) Limited A-i, Skylark Apartment, Satellite Road,
HEAD OFFICE & WORKS: - Satellite, Ahmedabad-380015.
Survey No. 72, Palodia, (Via Thaltej), Ahmedabad), Gujarat-382115, India. Phone: +91-79-26768844, Fax: +91-79-26768855
Phone: +91-2717-234553-7, 660550 Fax: +91-2717-234866 CIN : L29249GJ1986PLC009126
Email: ho@electrotherm.com I Website: www.electrotherm.com Email: sec©electrotherm.com

Other Offices: • Angul • Banglore • Bangladesh • Bellary • Chennai • Coimbatore • Delhi • Ghaziabad • Goa • Hyderabad • Jaipur • Jalna
• Jalandhar • Jamnagar • Jamshedpur • Kanpur • Koderma • Kolhapur a Kolkata • Ludhiana • Mandi Gobindgarh • Mumbai
• Nagpur • Nasik • Panaji • Pune • Raipur • Raigarh • Rajkot • Rourkela • Sambalpur
NOTICE
NOTICE is hereby given that the 32nd Annual General Meeting of 5. To appoint Ms. Nivedita Sarda (DIN: 00938666) as an
Members of Electrotherm (India) Limited will be held on Friday, Independent Director:
28th September, 2018 at 10.00 a.m. at Ahmedabad Management To consider and if thought fit, to pass, with or without
Association (AMA), ATIRA Campus, Dr. Vikram Sarabhai Marg, modification(s), the following resolution as an Ordinary
Ahmedabad - 380 015 to transact the following business : Resolution:
ORDINARY BUSINESS: “RESOLVED THAT pursuant to the provisions of Sections
149, 150, 152 and other applicable provisions, if any, of the
1. To consider and adopt audited standalone and consolidated
Companies Act, 2013 (“the Act”) read with Schedule IV of the
financial statements of the Company for the financial year
Act and the Companies (Appointment and Qualification of
ended on 31st March, 2018 together with report of Board of
Directors) Rules, 2014 (including any statutory modification(s)
Directors and Auditors’ Report thereon.
or re-enactment thereof for the time being in force) and
2. To appoint a Director in place of Mr. Avinash Bhandari (DIN : Regulation 17 of the SEBI (Listing Obligations and Disclosure
00058986), who retires by rotation at this Annual General Requirements) Regulations, 2015, Ms. Nivedita Sarda (DIN:
Meeting and being eligible offers himself for re-appointment. 00938666), who was appointed as an Additional Director of the
SPECIAL BUSINESS: Company in category of Non Executive Independent Woman
3. To ratify the remuneration of the Cost Auditors for the financial Director with effect from 25th May, 2018 and holds office upto
year ending on 31st March, 2019: the ensuing Annual General Meeting in terms of Section 161 of
To consider and if thought fit, to pass, with or without the Act and being qualified for appointment as an Independent
modification(s), the following resolution as an Ordinary Director and in respect of whom the Company has received
Resolution: a notice in writing from her under Section 160 of the Act,
proposing her candidature for the office of the Director, be
“RESOLVED THAT pursuant to the provisions of Section 148 and and is hereby appointed as an Independent Director of the
all other applicable provisions, if any of the Companies Act, Company to hold office for 5 (five) consecutive years for the
2013 read with the Companies (Audit and Auditors) Rules, 2014 term upto 24th May, 2023.”
and Companies (Cost Records and Audit) Rules, 2014 (including
6. To appoint Ms. Sheetal Manhas (DIN: 07439658) as a Nominee
any statutory modification(s) or re-enactment(s) thereof for
Director:
the time being in force), the consent of the members be and
is hereby accorded to ratify the remuneration decided by To consider and if thought fit, to pass, with or without
the Board of Directors on the recommendation of the Audit modification(s), the following resolution as an Ordinary
Committee of Rs. 2,00,000 (Rupees Two Lakhs Only) to M/s Resolution:
V. H. Savaliya & Associates, Cost Accountants (Membership “RESOLVED THAT Ms. Sheetal Manhas (DIN: 07439658) who
No.13867) for conducting the audit of cost records of the was appointed as an Additional Director in the category of
Company for the financial year ending on 31st March, 2019.” a Nominee Director of the Company with effect from 14th
4. To appoint Mr. Arun Kumar Jain (DIN: 07563704) as an August, 2018 and holds office up to the ensuing Annual
Independent Director: General Meeting of the Company in terms of Section 161 of
the Companies Act, 2013 and in respect of whom the Company
To consider and if thought fit, to pass, with or without has received a notice in writing from a member under Section
modification(s), the following resolution as an Ordinary 160 of the Act, proposing candidature of Ms. Sheetal Manhas
Resolution: for the office of the Director, be and is hereby appointed as
“RESOLVED THAT pursuant to the provisions of Sections a Director (Nominee Director) of the Company whose period
149, 150, 152 and other applicable provisions, if any, of the of Office shall not be liable to determination by retirement of
Companies Act, 2013 (“the Act”) read with Schedule IV of the directors by rotation.”
Act and the Companies (Appointment and Qualification of By Order of the Board
Directors) Rules, 2014 (including any statutory modification(s) For Electrotherm (India) Limited
or re-enactment thereof for the time being in force) and
Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Mr. Arun Kumar Jain (DIN: Date : 14th August, 2018 Fageshkumar R. Soni
07563704), who was appointed as an Additional Director of the Place : Palodia Company Secretary
Company in category of Non-Executive Independent Director Registered Office:
with effect from 19th January, 2018 and holds office upto the A-1, Skylark Apartment, Satellite Road,
ensuing Annual General Meeting in terms of Section 161 of the Satellite, Ahmedabad – 380 015
Act and being qualified for appointment as an Independent
Director and in respect of whom the Company has received NOTES:
a notice in writing from him under Section 160 of the Act, 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL
proposing his candidature for the office of the Director, be GENERAL MEETING (“AGM”) OF THE COMPANY IS ENTITLED
and is hereby appointed as an Independent Director of the TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL
Company to hold office for 5 (five) consecutive years for the INSTEAD OF HIMSELF/HERSELF. THE PROXY NEED NOT BE A
term upto 18th January, 2023.” MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING

4 32nd Annual Report 2017-2018

NOTICE
A PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE email ids with the Company/Depository Participant(s), RTA. For
REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY members who have not registered their email ids, physical copies
EIGHT HOURS BEFORE THE COMMENCEMENT OF THE AGM. of the aforementioned documents are being sent in the permitted
A PERSON CAN ACT AS PROXY FOR NOT EXCEEDING 50 mode. Also the copy of full Annual Report 2017-2018 is available
MEMBERS AND HOLDING IN AGGREGATE NOT MORE THAN on the Company’s website viz. www.electrotherm.com
10 PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY 11. In line with the measures of Green Initiative taken by SEBI,
CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN Companies Act, 2013 also provided for sending notice of the
TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY meeting and other shareholder correspondences through
CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS electronic mode, members holding shares in physical mode are
PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR requested to register their e-mail ID’s with the Company or RTA
ANY OTHER MEMBER. and Members holding shares in Demat mode are requested
2. A body corporate intending to send their authorized to register their e-mail Id’s with their respective Depository
representative(s) to attend the Meeting pursuant to Section Participants (DPs).
113 of the Companies Act, 2013 are requested to send to the 12. Members / Proxies should bring the Attendance Slip sent
Company, a certified copy of resolution of the Board of Directors herewith duly filled & signed in for attending the Meeting and
or other governing body authorizing such representative(s) to members who hold shares in electronic form are requested to
attend and vote on their behalf at the Meeting. bring their Client ID and DP ID numbers for identification.
3. An Explanatory Statement pursuant to Section 102(1) of the 13. A Member desirous of getting any information on the accounts
Companies Act, 2013 relating to special business in respect of or operations of the Company is requested to forward his /
Item No. 3 to 6 of the Notice to be transacted at the Annual her queries to the Company at least 7 (seven) days prior to
General Meeting is annexed hereto. the meeting so that the required information can be made
4. Information pursuant to Regulation 36(3) of the SEBI (Listing available at the Meeting.
obligations and Disclosure Requirements) Regulations, 2015 14. In compliance with the provisions of Regulation 44 of the SEBI
and Secretarial Standard - 2 with respect to Directors seeking (Listing obligations and Disclosure Requirements) Regulations,
appointment / re-appointment at the Annual General Meeting 2015, Section 108 of the Companies Act, 2013 read with Rule
is attached hereto. 20 of the Companies (Management and Administration) Rules,
5. Relevant documents referred to in the accompanying Notice 2014, the members are provided with the facility to cast their
and the statement pursuant to section 102(1) of the Companies vote by electronic means through the remote e-voting platform
Act, 2013 are available for inspection by the members at the provided by CDSL and the business may be transacted through
Registered Office of the Company on all working days, except such voting. The process for remote e-voting is annexed hereto.
Saturdays, Sundays and National Holidays during business 15. The Voting rights of members shall be in proportion to their
hours up to the date of the Annual General Meeting. shares of the paid-up equity share capital in the company as on
6. The requirement to place the matter relating to ratification cut-off date i.e. Friday 21st September, 2018.
of appointment of Auditors by Members at every Annual 16. Mr. Dipak Rachchha, Advocate has been appointed as the
General Meeting is done away with vide notification dated 7th Scrutinizer to scrutinize the voting and remote e-voting process
May, 2018 issued by the Ministry of Corporate Affairs, New in a fair and transparent manner.
Delhi. Accordingly, no resolution is proposed for ratification 17. The facility for voting through ballot or polling paper shall also
of appointment of Auditors, who were appointed in the 31st be made available at the Annual General Meeting and members
Annual General Meeting held on 5th September, 2017 for a attending the meeting who have not already cast their vote by
period of five years. remote e-voting shall be eligible to exercise their right at the
7. Members are requested to bring their copy of the Annual meeting through ballot or poll paper.
Report to the Meeting. 18. Members who have cast their vote by remote e-voting prior
8. In November, 2017, the Company has transferred the money to the meeting may also attend the meeting but shall not be
lying to unpaid / unclaimed dividend account for the year 2009- entitled to cast their vote again.
2010 to Investor Education and Protection Fund established by 19. Any person, who acquires shares of the Company and becomes
the Central Government. As such, now there is no money lying a member of the Company after dispatch of the Notice and
to unpaid / unclaimed dividend account pertaining to any of holding shares as on cut-off date may cast vote after following
the previous years with the Company. the instructions for e-voting as provided in the Notice convening
9. In terms of Investor Education and Protection Fund (Uploading the Meeting, which is available on the website of the Company
of information regarding unpaid and unclaimed amounts lying and CDSL. However, if you are already registered with CDSL for
with companies) Rules, 2012, Company has uploaded the data remote e-voting then you can use your existing User ID and
regarding unpaid/unclaimed dividend for the last seven years password for casting your vote.
on the website of the Company www.electrotherm.com as well 20. The Scrutinizer shall, immediately after the conclusion of voting
as that of Ministry of Corporate Affairs www.mca.gov.in. at the Annual General Meeting, first count the votes cast at
10. Electronic copy of the Notice convening the 32nd AGM of the the meeting, thereafter unblock the votes cast through remote
Company, Annual Report along with attendance slip and Proxy e-voting and make, not later than three days of the conclusion
Form are being sent to the members who have registered their of the meeting, a consolidated Scrutinizer’s Report of the total

32nd Annual Report 2017-2018 5

NOTICE
votes cast in favour or against, if any, to the Chairman of the (viii) After entering these details appropriately, click on
Annual General Meeting or a person authorised by him in “SUBMIT” tab.
writing, who shall countersign the same and the Chairman or a (ix) Members holding shares in physical form will then directly
person authorised by him in writing shall declare the result of reach the Company selection screen. However, members
the voting forthwith. holding shares in demat form will now reach ‘Password
21. The result declared along with the Scrutinizer’s Report shall Creation’ menu wherein they are required to mandatorily
be placed on the Company’s website www.electrotherm.com. enter their login password in the new password field.
The Company shall simultaneously forward the result to BSE Kindly note that this password is to be also used by the
Limited (BSE), National Stock Exchange of India Limited (NSE) demat holders for voting for resolutions of any other
and CDSL website where the Equity Shares of the Company are company on which they are eligible to vote, provided
listed. that company opts for e-voting through CDSL platform.
PROCESS AND MANNER FOR VOTING BY ELECTRONIC MEANS It is strongly recommended not to share your password
(E-VOTING): with any other person and take utmost care to keep your
The instructions for members for voting electronically are as password confidential.
under: (x) For Members holding shares in physical form, the details
(i) The voting period begins on Tuesday, 25th September, can be used only for e-voting on the resolutions contained
2018 at 9:00 a.m. and ends on Thursday, 27th September, in this Notice.
2018 at 5:00 p.m. During this period shareholders’ of
(xi) Click on the EVSN for the relevant <Company Name> on
the Company, holding shares either in physical form or
which you choose to vote.
in dematerialized form, as on the cut-off date (record
date) of Friday, 21st September, 2018 may cast their vote (xii) On the voting page, you will see “RESOLUTION
electronically. The e-voting module shall be disabled by DESCRIPTION” and against the same the option “YES/NO”
CDSL for voting thereafter. for voting. Select the option YES or NO as desired. The
(ii) The shareholders should log on to the e-voting website option YES implies that you assent to the Resolution and
www.evotingindia.com. option NO implies that you dissent to the Resolution.
(iii) Click on Shareholders. (xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view
(iv) Now Enter your User ID the entire Resolution details.
a. For CDSL: 16 digits beneficiary ID, (xiv) After selecting the resolution you have decided to vote on,
b. For NSDL: 8 Character DP ID followed by 8 Digits click on “SUBMIT”. A confirmation box will be displayed.
Client ID, If you wish to confirm your vote, click on “OK”, else to
c. Members holding shares in Physical Form should change your vote, click on “CANCEL” and accordingly
enter Folio Number registered with the Company. modify your vote.
(v) Next enter the Image Verification as displayed and Click on (xv) Once you “CONFIRM” your vote on the resolution, you will
Login. not be allowed to modify your vote.
(vi) If you are holding shares in demat form and had logged on (xvi) You can also take a print of the votes cast by clicking on
to www.evotingindia.com and voted on an earlier voting “Click here to print” option on the Voting page.
of any company, then your existing password is to be used. (xvii) If a Demat account holder has forgotten the login password
(vii) If you are a first time user follow the steps given below: then Enter the User ID and the image verification code and
For Members holding shares in Demat click on Forgot Password & enter the details as prompted
Form and Physical Form by the system.
PAN Enter your 10 digit alpha-numeric PAN issued
(xviii) Shareholders can also use Mobile app - “m - Voting” for
by Income Tax Department (Applicable for
both demat shareholders as well as physical e-voting. m - Voting app is available on Apple, Android
shareholders) and Windows based Mobile. Shareholders may log in to
• Members who have not updated their m - Voting using their e voting credentials to vote for the
PAN with the Company/Depository company resolution(s).
Participant are requested to use the (xix) Note for Non – Individual Shareholders and Custodians
sequence number which is printed on
Attendance Slip indicated in the PAN field. • Non-Individual shareholders (i.e. other than
Dividend Enter the Dividend Bank Details or Date of Individuals, HUF, NRI etc.) and Custodian are required
Bank Birth (in dd/mm/yyyy format) as recorded to log on to www.evotingindia.com and register
Details in your demat account or in the company themselves as Corporates.
OR Date records in order to login. • A scanned copy of the Registration Form bearing the
of Birth • If both the details are not recorded with stamp and sign of the entity should be emailed to
(DOB) the depository or company please enter
helpdesk.evoting@cdslindia.com.
the member id / folio number in the
Dividend Bank details field as mentioned • After receiving the login details, user would be able
in instruction (iv). to link the account(s) for which they wish to vote on.

6 32nd Annual Report 2017-2018

NOTICE
• The list of accounts linked in the login should be ITEM NO. 4:
mailed to helpdesk.evoting@cdslindia.com and on Pursuant to the provisions of the Companies Act, 2013 and SEBI
approval of the accounts they would be able to cast (Listing Obligations & Disclosure Requirements) Regulations,
their vote. 2015 (“Listing Regulations”), the Company is required to appoint
• A scanned copy of the Board Resolution and Power Independent Director(s).
of Attorney (POA) which they have issued in favour Mr. Arun Kumar Jain was appointed as an Additional Director in
of the Custodian, if any, should be uploaded in PDF category of Non Executive Independent Director with effect from
format in the system for the scrutinizer to verify the 19th January, 2018. His appointment is proposed to be regularized at
same. the ensuing Annual General Meeting for a period of five consecutive
(xx) In case you have any queries or issues regarding e-voting, years upto 18th January, 2023, whose period of office shall not be
you may refer the Frequently Asked Questions (“FAQs”) liable to determination by retirement of directors by rotation.
and e-voting manual available at www.evotingindia. Mr. Arun Kumar Jain, aged 62 years, is a Post Graduate in Maths and
com, under help section or write an email to helpdesk. was awarded gold medal by Lucknow University. He joined Indian
evoting@cdslindia.com. Revenue Services (IRS) in 1978 and completed his LLB from the
Delhi University. He has extensive technical experience of 37 years
In case of any grievances connected with facility for voting by
in the field of Direct Taxes including interpretation of complex law,
electronic means, please contact:
investigation, analysis of accounts of Companies engaged in various
Name of Official: Mr. Rakesh Dalvi business and litigation. He joined the Central Board of Direct Taxes
Designation: Manager (CBDT) in 2013 and superannuated in 2016 as Chairman of the apex
Address: 25th Floor, A Wing, Marathon Futurex, Mafatlal Mills body dealing with policy related to direct taxes and administration
Compound, NM Joshi Marg, Lower Parel (E), Mumbai - 400 013 of Income Tax Department.
E Mail ID: helpdesk.evoting@cdslindia.com The Company has received notice pursuant to the provisions of
Phone No.: 1800225533 Section 160 of the Act from Mr. Arun Kumar Jain signifying his
intension to propose himself as an Independent Director of the
ANNEXURE TO THE NOTICE Company.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE The Company has received declaration from Mr. Arun Kumar
COMPANIES ACT, 2013: Jain confirming that he is not disqualified from being appointed
ITEM NO. 3: as Director in terms of Section 164 of the Act. The Company has
The Board of Directors at their Meeting held on 25th May, 2018, also received declaration from him that he meets the criteria of
on the recommendation of the Audit Committee, approved the independence as prescribed under Section 149(6) of the Act read
appointment and remuneration of M/s. V. H. Savaliya & Associates, with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Cost Accountants (Membership No.13867), Ahmedabad, to conduct Requirements) Regulations, 2015. Mr. Arun Kumar Jain does not
the audit of the cost accounting records of the Company for the hold any equity shares of the Company. Mr. Arun Kumar Jain is not
financial year ending on 31st March, 2019 at a remuneration of Rs. related to any other Directors of the Company.
2,00,000/- (Rupees Two Lakhs Only). Information as required under Regulation 36(3) of the SEBI (Listing
In accordance with the provisions of Section 148(3) of the Companies Obligations and Disclosure Requirements) Regulations, 2015 and
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 Secretarial Standard - 2 regarding appointment of Mr. Arun Kumar
and Companies (Cost Records and Audit) Rules, 2014 (including any Jain is attached hereto.
statutory modification(s) or re-enactment(s) thereof for the time In the opinion of the majority of the Board, Mr. Arun Kumar Jain
being in force), the remuneration payable to the Cost Auditor is fulfils the conditions for appointing him as an Independent Director
required to be ratified by the Members of the Company. as specified in the Act, the Rules made thereunder and the Listing
Accordingly, consent of the Members is sought for approving the Regulations and he is independent of the management and
Ordinary Resolution as set out in Item No. 3 of the Notice for considering his vast experience, it would be beneficial to appoint
ratification of the remuneration payable to the Cost Auditors for the him on the Board of the Company.
financial year ending on 31st March, 2019. The copy of the letter of appointment of Mr. Arun Kumar Jain as an
The resolution as set out in Item no. 3 of this Notice is accordingly Independent Director setting out the terms and conditions would
recommended for your approval. be available for inspection by members at the Registered Office of
the Company during normal business hours on any working days of
None of the Directors, Key Managerial Personnel of the Company or
the Company.
their relatives are, in any way, concerned or interested, financially or
otherwise in the said resolution. The resolution as set out in Item No. 4 of this Notice is accordingly
recommended for your approval.
Except Mr. Arun Kumar Jain, being an appointee, none of the other
Directors and Key Managerial Personnel of the Company or their
relatives are, in any way, concerned or interested, financially or
otherwise in the said resolution.

32nd Annual Report 2017-2018 7

NOTICE
ITEM NO. 5: Except Ms. Nivedita Sarda, being an appointee, none of the other
Pursuant to the provisions of the Companies Act, 2013 and SEBI Directors and Key Managerial Personnel of the Company or their
(Listing Obligations & Disclosure Requirements) Regulations, relatives are, in any way, concerned or interested, financially or
2015 (“Listing Regulations), the Company is required to appoint otherwise in the said resolution.
Independent Director(s)/Woman Director.
ITEM NO. 6:
Ms. Nivedita Sarda was appointed as an Additional Director in
category of Non Executive Independent Woman Director with effect Ms. Sheetal Manhas was appointed as an Additional Director in
from 25th May, 2018. Her appointment is proposed to be regularized at the capacity of a Nominee Director of the Company, with effect
the ensuing Annual General Meeting for a period of five consecutive from 14th August, 2018 as per the nomination by Invent Assets
years upto 24th May, 2023, whose period of office shall not be liable to Securitisation & Reconstruction Pvt. Ltd., the secured creditor. In
determination by retirement of directors by rotation. terms of the provisions of Section 161 of the Companies Act, 2013,
she holds office up to the ensuing Annual General Meeting of the
Ms. Nivedita Sarda, aged 41 years, is Gold Medallist Chartered Company. Her appointment is proposed to be regularized at the
Accountant, Certified Treasury Manager and Corporate Lawyer. By ensuring Annual General Meeting and her period of office shall not
profession, she is Advocate. She has an experience of over 19 years be liable to determination by retirement of directors by rotation.
gained from prestigious law firms in India and financial institutions.
Ms. Sheetal Manhas, aged 38 years, is a Chartered Accountant and
She is the founder Partner of Vedanta law chambers. She acts as
is President with Invent Assets Securitisation & Reconstruction
legal mentor, advisor, solicitor, project sponsors & coordinator to
Pvt. Ltd. She is a NPA resolution and revival expert and has more
various government and private entities on business structuring &
than 18 (eighteen) years of professional experience having worked
restructuring, takeovers, joint ventures, business establishments,
in the areas of distress asset resolution, debt restructuring, one-
amalgamations, international trade finance, corporate finance and
time settlements, corporate finance, accounts, audit and cash
securities and also involved in advising and working for different
management systems. She has also worked on several corporate
companies incorporated in US, Singapore, Germany, Saudi Arabia
finance transactions having raised project finance and working
etc. on certain aspects of its International structured investments,
capital for mid-level and large corporates and has provided other
setups trade and regulatory compliance. She has been speaker in
financial advisory and consultancy services to such corporates.
national conferences and seminars and at various industry forums
on state and national level. The Company has received notice pursuant to the provisions of
Section 160 of the Act from a member signifying his intension to
The Company has received notice pursuant to the provisions of propose the candidature of Ms. Sheetal Manhas as a Nominee
Section 160 of the Act from Ms. Nivedita Sarda signifying her intension Director of the Company.
to propose herself as an Independent Director of the Company.
The Company has received declaration from Ms. Sheetal Manhas
The Company has received declaration from Ms. Nivedita Sarda confirming that she is not disqualified from being appointed as
confirming that she is not disqualified from being appointed Director in terms of Section 164 of the Act. Ms. Sheetal Manhas does
as Director in terms of Section 164 of the Act. The Company has not hold any equity shares of the Company. Ms. Sheetal Manhas is
also received declaration from her that she meets the criteria of not related to any other Directors of the Company.
independence as prescribed under Section 149(6) of the Act read Information as required under Regulation 36(3) of the SEBI (Listing
with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure obligations and Disclosure Requirements) Regulations, 2015 and
Requirements) Regulations, 2015. Ms. Nivedita Sarda does not hold Secretarial Standard - 2 regarding appointment of Ms. Sheetal
any equity shares of the Company. Ms. Nivedita Sarda is not related Manhas is attached hereto.
to any other Directors of the Company. The Nomination and Remuneration Committee and the Board
Information as required under Regulation 36(3) of the SEBI (Listing of Directors of the Company with majority recommended the
obligations and Disclosure Requirements) Regulations, 2015 and appointment of Ms. Sheetal Manhas as a Nominee Director of the
Secretarial Standard - 2 regarding appointment of Ms. Nivedita Company.
Sarda is attached hereto. The resolution as set out in Item No. 6 of this Notice is accordingly
In the opinion of the majority of the Board, Ms. Nivedita Sarda recommended for your approval.
fulfils the conditions for appointing her as an Independent Director Except Ms. Sheetal Manhas, being an appointee, none of the other
as specified in the Act, the Rules made thereunder and the Listing Directors and Key Managerial Personnel of the Company or their
Regulations and she is independent of the management and relatives are, in any way, concerned or interested, financially or
considering her experience, it would be beneficial to appoint her on otherwise in the said resolution.
the Board of the Company.
The copy of the letter of appointment of Ms. Nivedita Sarda as an By Order of the Board
Independent Director setting out the terms and conditions would For Electrotherm (India) Limited
be available for inspection by a member at the Registered Office of
the Company during normal business hours on any working days of Date : 14th August, 2018 Fageshkumar R. Soni
the Company. Place : Palodia Company Secretary
Registered Office:
The resolution as set out in Item No. 5 of this Notice is accordingly A-1, Skylark Apartment, Satellite Road,
recommended for your approval. Satellite, Ahmedabad – 380 015

8 32nd Annual Report 2017-2018

 INFORMATION REQUIRED UNDER REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
AND SECRETARIAL STANDARD-2 WITH RESPECT TO THE APPOINTMENT / RE-APPOINTMENT OF A DIRECTOR
Name of Director Mr. Avinash Bhandari Mr. Arun Kumar Jain Ms. Nivedita Sarda Ms. Sheetal Manhas
Director Identification 00058986 07563704 00938666 07439658
NOTICE
Number (DIN)
Age 52 years 62 years 41 years 39 years
Date of First 08/10/2003 19/01/2018 25/05/2018 14/08/2018
Appointment on the
Board
Qualification B.E. (Electronics), MSc(Maths), LL.B B.Com, PGDBA, CTM, FCA,  LL.B C.A.
M.S. (U.S.A.), I.R.S. (Retired)
M.B.A. (Finance) (U.S.A.)
Experience / Expertise in He has having more than 27 He joined Indian Revenue She has an experience of over She is President with Invent
functional areas years’ experience in the Steel Services (IRS) in 1978. He has 19 years gained from prestigious Asset Securitisation &
Manufacturing plant. extensive technical experience law firms in India and financial Reconstruction Pvt Ltd.
His expertise of blending finance of 37 years in the field of Direct institutions. She is a NPA resolution and
with operations has made the Taxes including interpretation She is the founder Partner of Vedanta revival expert and has more
Company grow substantially over of complex law, investigation, law chambers. She acts as legal than 18 (eighteen) years
the last 15 years. analysis of accounts of mentor, advisor, solicitor, project of professional experience
He continues to provide leadership Companies engaged in various sponsors & coordinator to various having worked in the areas
for improving the productivity and business and litigation. government and private entities on of distress asset resolution,
profitability of both the divisions He joined the Central Board business structuring & restructuring, debt restructuring, one-time
that he manages. of Direct Taxes (CBDT) in 2013 takeovers, joint ventures, business settlements, corporate finance,
and superannuated in 2016 establishments, amalgamations, accounts, audit and cash
as Chairman of the apex body international trade finance, management systems,. She
dealing with policy related to corporate finance and securities and has also worked on several

32nd Annual Report 2017-2018

direct taxes and administration also involved in advising and working corporate finance transactions
of Income Tax Department. for different companies incorporated having raised project finance
in US, Singapore, Germany, Saudi and working capital for mid-
Arabia etc. on certain aspects of its level and large corporates and
International structured investments, has provided other financial
setups trade and regulatory advisory and consultancy
compliance. services to such corporates.
She has been speaker in national
conferences and seminars and at
various industry forums on state and
national level.

9
 Name of Director Mr. Avinash Bhandari Mr. Arun Kumar Jain Ms. Nivedita Sarda Ms. Sheetal Manhas

10
Terms and conditions He retires by rotation at 32nd AGM He was appointed as an She was appointed as an Additional She is appointed as a Director
of appointment / re- and being eligible offers himself Additional Director in Category Director in Category of Non Executive nominated by Invent Asset
appointment for re-appointment. of Non Executive Independent Independent Woman Director w.e.f. Securitisation & Reconstruction
NOTICE
Director w.e.f. 19th January, 25th May, 2018. She is proposed to Pvt. Ltd., a secured creditor
2018. He is proposed to be be appointed as an Independent w.e.f. 14th August, 2018
appointed as an Independent Director for a term of 5 (five) and her appointment is to
Director for a term of 5 (five) consecutive years upto 24th May, be regularised as Nominee
consecutive years upto 18th 2023, whose period of office shall Director not be liable to
January, 2023, whose period not be liable to determination by determination by retirement of
of office shall not be liable to retirement of directors by rotation. directors by rotation.
determination by retirement of
directors by rotation.
Remuneration sought For the ended 31st March, 2018 For the ended 31st March, 2018 For the ended 31st March, 2018 For the ended 31st March, 2018
to be paid and the Rs. 18.00 Lakh Rs. NIL N.A. N.A.
remuneration last drawn
No. of Shares held in the NIL NIL NIL NIL
Company
Relationship with other N.A. N.A. N.A. N.A.
Directors, Manager and
other KMP
Number of Meetings 9/9 1/2 Not Applicable, as she was appointed Not Applicable, as she was
of the Board held & w.e.f. 25th May, 2018 appointed w.e.f. 14th August,
attended during the year 2018
Directorships held in 1. Hans Ispat Limited 1. West End Housing Finance 1. Rajasthan State Road None
other public companies 2. Shree Ram Electro Cast Limited Development And Construction
(excluding foreign Limited Corporation Limited
companies and Section 8 3. Shree Hans Papers Limited
companies) 4. ET Elec-Trans Limited

32nd Annual Report 2017-2018

Memberships / Audit Committee Nomination & Remuneration Audit Committee None
Chairmanships of 1. Hans Ispat Limited - Member Committee 1. Rajasthan State Road
committees of other 1. 
West End Housing Finance Development And Construction
public companies Limited - Member Corporation Limited - Member
(excluding foreign Nomination & Remuneration
companies and Section 8 Committee
companies) 1. Rajasthan State Road
Development And Construction
Corporation Limited - Member
 ELECTROTHERM (INDIA) LIMITED
CIN : L29249GJ1986PLC009126
Registered Office : A-1, Skylark Appartment, Satellite Road, Satellite, Ahmedabad-380015
Phone: +91-79-26768844, Fax: +91-79-26768855 Website : www.electrotherm.com Email: sec@electrotherm.com

ATTENDANCE SLIP
Please complete the Attendance Slip and hand it over at the entrance of the meeting hall.
I / We hereby record my presence at the 32nd Annual General Meeting of the Company held on Friday, 28th September, 2018 at 10.00 a.m.
at Ahmedabad Management Association (AMA), ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad – 380015.
DP ID Folio No.
Client ID No. of Shares

Name of the Shareholder (In Block Letters)

Signature of Shareholder
Name of the Proxy (In Block Letters)
Signature of the Proxy

NOTES:
1. This attendance is valid only in case shares are held on the date of this Annual General Meeting.
2. You are requested to sign and hand over this slip at the entrance of the Meeting hall.

ELECTROTHERM (INDIA) LIMITED

CIN : L29249GJ1986PLC009126
Registered Office : A-1, Skylark Appartment, Satellite Road, Satellite, Ahmedabad-380015
Phone: +91-79-26768844, Fax: +91-79-26768855 Website : www.electrotherm.com Email: sec@electrotherm.com

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):
Registered Address:

E-mail Id:
Folio No. / Client Id: DP ID No.

I/we, being the member(s) of Shares of the above named Company, hereby appoint:
1. Name :
Address :
E-mail Id : Signature or failing him / her:
2. Name :
Address :
E-mail Id : Signature or failing him / her:
3. Name :
Address :
E-mail Id : Signature
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual General Meeting of the Company, to be
held on Friday, 28th September, 2018 at 10.00 a.m. at Ahmedabad Management Association (AMA), ATIRA Campus, Dr. Vikram Sarabhai
Marg, Ahmedabad – 380015 and at any adjournment thereof in respect of such resolutions as are indicated below:

32nd Annual Report 2017-2018 157

*I wish my above Proxy to vote in the manner as indicate in the box below:
Resolution Particulars of Resolution Optional*
No. For Against
Ordinary Business
1 Consider and adopt audited standalone and consolidated financial statements of the Company
for the financial year ended on 31st March, 2018 together with report of Board of Directors and
Auditors’ Report thereon.
2 Appoint a Director in place of Mr. Avinash Bhandari (DIN: 00058986), who retires by rotation at
this Annual General Meeting and being eligible, offers himself for re-appointment.
Special Business
3 Ratification of Cost Auditors’ remuneration
4 Appointment of Mr. Arun Kumar Jain (DIN: 07563704) as an Independent Director
5 Appointment of Ms. Nivedita Sarda (DIN: 00938666) as an Independent Director
6 Appointment of Ms. Sheetal Manhas (DIN: 07439658) as a Nominee Director

Signed this …………………………………. day of …………………. 2018

Affix a
Re.1/-
Revenue
Signature of Shareholder Stamp Signature of Proxy holder(s)

NOTES:
1 This form of Proxy in order to be effective should be duly completed and deposited at Registered Office of the Company not less than
48 hours before the commencement of the Meeting.
2 *Please put a (ü) in the appropriate column against the resolutions indicated in the Box. If you leave all the columns blank against any
or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.
3 Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.
4 Please complete all details including details of member(s) in the above box before submission.

158 32nd Annual Report 2017-2018

Route MAP to the Venue of the Annual General Meeting
Venue of AGM : Ahmedabad Management Association (AMA), ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad - 380 015

Land Mark : IIM, Ahmedabad

32nd Annual Report 2017-2018 159