BSE Ltd. Corporate Relationship Department, 1st Floor, New Trading Ring, Rotunda Building, P /Towers, Dalal Street, Fort, Mumbai - 400 001 corp.relations@bseindia.com Scrip Code - 532323

The Calcutta Stock Exchange Limited 7, Lyons Range Kolkata 700001 listing@cse-india.com Scrip Code - 029983

Dear Sir/Madam, Sub: Notice for Extra-Ordinary General Meeting of the Company Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘Listing Regulations’). Pursuant to Regulation 30 of the Listing Regulations, we hereby submit Notice for Extra-Ordinary General Meeting of the Company to be held on 21st January, 2021 at 11.30 a.m. (IST) at Hotel Mantra Palace, Panposh Road, next to Reliance Digital, Rourkela, Odisha- 769004 subject to the SEBI Guidelines and MCA Circulars issued from time to time in this behalf due to COVID-19 scenario in order to transact following business:

i. Increase the Authorized Share Capital of the Company and consequential amendment of the Capital Clause in the Memorandum of Association of the Company.

ii. To approve issue, offer and allot 1% Optionally Convertible Cumulative Redeemable Preference Shares to JSW Cement Limited, on a preferential basis

You are kindly requested to take note of the above. Thanking You, Yours Faithfully For Shiva Cement Limited

Sneha Bindra Company Secretary Encl: As above Date: 28.12.2020

NOTICE

NOTICE EGM

Company

Increase the Authorized Share Capital of the Company and consequential amendment of the Capital

Clause in the Memorandum of Association of the Company.

Special

Resolution

“RESOLVED THAT

I.

ii.

is hereby given that an Extraordinary General Meeting (“ ”) of the Members of Shiva Cement Limited

(hereinafter referred to as “ ”) will be held on Thursday, 21 January 2021 at 11.30 a.m. (IST) at

subject to the Securities

Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and MCA Circulars

issued from time to time in this behalf due to COVID-19 scenario, to transact the following business:

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

:

pursuant to the provisions of Sections 13, 61 and other applicable provisions, if any, of

the Companies Act, 2013, read with rules made thereunder, (including any amendment(s), modification(s)

or re-enactment(s) thereof, for the time being in force), and subject to the provisions of the Articles of

Association of the Company, consent of the Members be and is hereby accorded to increase the authorized

share capital of the Company from existing 46,00,00,000 (Rupees Forty Six Crores) divided into

22,87,50,000 (Twenty Two Crores Eighty Seven Lakhs Fifty Thousand) Equity Shares of Rs. 2/- (Two) each

and 12,50,000 (Twelve Lakhs Fifty Thousand) Preference shares of Rs. 2/- (Two) each, to 260,00,00,000

(Rupees Two Hundred sixty crores), comprising:

60,00,00,000 (Rupees Sixty crores) equity share capitaldivided into 30,00,00,000 (Thirty Crores)

Equity Shares of Rs. 2/- (Two) each; and

200,00,00,000 (Rupees Two Hundred crore) preference share capital divided into 2,00,00,000

(Two crores) Preference Shares of 100/- each;

Consequently, the Memorandum of Association of the Company be and is hereby altered by substituting

the existing Capital Clause (Clause V) with the following:

“V. The authorised share capital of the Company is Rs. 260,00,00,000 (Rupees Two hundred sixty crores)

divided into 30,00,00,000 (Thirty crores) Equity Shares of Rs. 2/- (Two) each and 2,00,00,000 (Two crores)

Preference Shares of Rs. 100/- (Rupees Hundred) each with the rights, privileges, and conditions attached

thereto as are provided by the Articles of Association of the Company for the time being, provided that,

the Company shall always have the power to issue shares at a premium and redeem preference shares, to

increase or to reduce its capital and to divide the shares in the capital for the time being, into several

classes and attach thereto respectively such preferential qualified or special rights, privileges or

conditions as may be permissible by law and as may be determined by or in accordance with the Articles of

Association of the Company for the time being in force and to vary, modify or abrogate any such rights,

privileges, or conditions in such manner as may be permitted by law and/or as may be provided in the

Articles of Association of the Company for the time being in force.”

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SPECIALBUSINESS:

1.

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Hotel

Mantra Palace, Panposh Road, next to Reliance Digital, Rourkela, Odisha- 769004

(1)

Registered Office : Plot No. - YY/5, Civil Township, 7&8 Area, Rourkela, Odisha, India, Pin - 769004E-mail ID : investors@shivacement.com

Phone : (Off.) 0661-2664168

SHIVA CEMENT LIMITED

RESOLVED FURTHER THAT

Board

2. To approve issue, offer and allot 1% Optionally Convertible Cumulative Redeemable Preference Shares

to JSW Cement Limited, on a preferential basis:

Special

Resolution

“RESOLVED THAT

Act

SEBI ICDR Regulations

Stock Exchanges

Board

OCCRPS

Proposed Allottee

Preferential Issue

RESOLVED FURTHER THAT

for the purpose of giving effect to this Resolution, the Board of Directors of the

Company (hereinafter referred to as the “ ”, which term shall deem to include any of its duly

constituted Committee) or any officer/executive/representative and/or any other person so authorized by

the Board, be and is hereby authorized severally, on behalf of the Company, to do all such acts, deeds and

things, to execute all such documents, instruments and writings as may be required to give effect to this

resolution, including to settle any questions, difficulties or doubts that may arise in this regard without

requiring the Board to secure any further consent or approval of the Members of the Company but not

limited to settle any questions or resolve difficulties that may arise in this regard.”

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

:

pursuant to the provisions of Section 23, Section 42, Section 55, Section 62 and other

applicable provisions, if any, of the Companies Act, 2013 and other applicable provisions, if any, of the

Companies Act, 2013, read with the applicable provisions of the Companies (Prospectus and Allotment of

Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 and other rules

made thereunder, (including any amendment(s), modification(s) or re-enactment(s) thereof), for the time

being in force (the “ ”), the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements), Regulations, 2018 (the “ ”) the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the uniform listing

agreement entered into by the Company with the stock exchanges, and in accordance with the provisions

of the memorandum of association and articles of association of the Company and subject to such other

necessary approvals, permissions, consents and sanctions and consents as may be required from any

relevant governmental authorities, approvals including from the BSE Limited and other exchanges where

the equity shares of the company are listed (collectively the “ ”) and all other statutes,

rules, regulations, guidelines, notifications, circulars and clarifications as may be applicable and subject to

such approvals, permissions, sanctions and consents as may be necessary and on such terms and

conditions (including any alterations, modifications, corrections, changes and variations, if any, that may

be stipulated while granting such approvals, permissions, sanctions and consents as the case may be) by

any other regulatory authorities which may be accepted by the board of directors of the Company

(hereinafter referred to as “ ” which term shall be deemed to include any duly constituted/to be

constituted Committee of Directors thereof to exercise its powers including powers conferred under this

resolution) and subject to any other alterations, modifications, conditions, corrections, changes and

variations that may be decided by the Board in its absolute discretion, the approval of the members of the

Company be and is hereby accorded to the Board and the Board be and is hereby authorised on behalf of

the Company to create, offer, issue and allot in one or more tranches, 1% Optionally Convertible

Cumulative Redeemable Preference Shares of face value of 100/- each (“ ”), for an amount not

exceeding 100 crore (Rupees Onehundred crore) to JSW Cement Limited, promoter of the Company (the

“ ”), on a preferential allotment basis, for consideration in cash, and on such terms and

conditions as the Board may think fit in its absolute discretion,think fit and without requiring any further

approval or consent from the members in the manner provided hereunder (“ ”);

in accordance with the provisions of Section 55 and other applicable provisions,

if any, of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, including

any amendment(s), statutory modification(s) or re-enactment(s) thereof, the particulars in respect of the

offer are as under:

1. the OCCRPS and the Equity Shares on conversion of the OCCRPS, to be so created, offered, issued

and allotted shall be subject to the provisions of the Memorandum and Articles of Association of

the Company;

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(2)

2. the Equity Shares to be allotted on conversion of OCCRPS, shall rank pari passu in all respects with

the existing Equity Shares of the Company including dividend;

3. OCCRPS shall be non-participating in the surplus funds, surplus assets and profits of the Company

on winding up, which may remain after the entire capital has been repaid;

4. OCCRPS shall carry a preferential right vis-à-vis Equity Shares of the Company with respect to

payment of dividend and repayment of capital;

5. Holders of OCCRPS shall be paid dividend on a cumulative basis;

6. OCCRPS shall be convertible into Equity Shares at the option of the holder within a period of 18

months from the date of allotment, in one or more tranches, at a price determined on the relevant

date which shall be 30 days prior to the date on which the OCCRPS holders shall become entitled to

apply for Equity Shares(“ ”);

7. OCCRPS shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013,

as amended;

8. The OCCRPS and Equity Shares arising on conversion of OCCRPS shall be subject to a mandatory

lock-in for the time period prescribed under the SEBI ICDR Regulations.

9. OCCRPS shall be redeemable at par upon maturity or redeemed early at the option of the

Company after 18 months, at 12 monthly intervals from the date of allotment; however the

OCCRPS shall be redeemed by the company within 9 years from the date of allotment.

10. OCCRPS will carry a coupon rate of 1% per annum.

the Relevant Date, as stipulated in the Regulation 161 of SEBI ICDR Regulations

for determination of the Issue Price of Equity Shares arising out of the conversion of OCCRPS, shall be thirty (30)

days prior to the date on which the OCCRPS holders become entitled to apply for Equity Shares or in the case where

the Relevant Date falls on weekend/holiday, the day preceding the weekend/holiday will be reckoned to be the

RelevantDate;

the Equity Shares on conversion of the OCCRPS to be allotted, be listed on the stock

exchanges where the Equity Shares of the Company are listed and that the Board be and is hereby authorised to

make the necessary applications and to take all other steps as may be necessary for the approval of allotment of the

Equity Shares on conversion of the OCCRPS and listing of the Equity Shares on conversion of the OCCRPS and for the

admission of such Equity Shares of the Company with the depositories, i.e., NSDL & CDSL, and for the credit of such

Equity Shares to the holders dematerialised securities account.

the Board be and is hereby authorized to accept any modification(s) in the terms of issue

of OCCRPS, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any

further consent or approval of the Members.

for the purpose of giving effect to this Resolution, the Board be and is hereby authorised

on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem

necessary or desirable for such purpose, including without limitation to vary, modify or alter any of the relevant

terms and conditions, including size of the Preferential Issue and consequent proportionate reduction (subject to

rounding off adjustments) of the number of OCCRPS to be allotted to JSW Cement Limited, provide any

clarifications related to issue and allotment of OCCRPS, listing of Equity Shares resulting out of the conversion of the

OCCRPS on Stock Exchanges and authorise preparation, execution and entering into contracts, arrangements,

agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential

Issue) and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of

the OCCRPS as appropriate and utilisation of proceeds of the Preferential Issue and further to authorise all such

persons as may be necessary, in connection therewith and incidental thereto as the Board in its

Relevant Date

RESOLVED FURTHER THAT

RESOLVED FURTHER THAT

RESOLVED FURTHER THAT

RESOLVED FURTHER THAT

absolute discretion(3)

deem fit, without being required to seek any further consent or approval of the members or otherwise to the end

and intent that they shall be deemed to have given their approval thereto expressly by the authority of this

resolution and the decision of the Board shall be final and conclusive.

the monies received by the Company from the Proposed Allottee for application of the

Preference Shares pursuant to the Preferential Issue shall be kept by the Company in a separate account opened by

the Company for this purpose and shall be utilized by the Company in accordance with the provisions of the

Companies Act, 2013.

the Board be and is hereby also authorised to delegate all or any of its powers to any

committee of directors or any officer(s) or authorised signatory(ies) to give effect to this resolution including

execution of any documents on behalf of the Company and to represent the Company before any governmental or

regulatory authorities or to make any application to any authority including the Stock Exchanges and to appoint any

professional advisors, bankers, consultants, advocates and advisors to give effect to this resolution and further to

take all others steps which may be incidental, consequential, relevant or ancillary in this connection.”

Place: Rourkela For and behalf of the Board

Date: 14.12.2020

1. A member entitled to attend and vote, is entitled to appoint a proxy to attend and vote instead of

himself and the proxy need not be a member of the Company. A proxy in order to be valid must be received

at least 48 hours before the meeting.

2. Corporate members intending to send their authorised representatives to attend the meeting are

requested to send to the Company a certified copy of the Board Resolution authorising their

representative to attend and vote on their behalf at the meeting.

3. A Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business to be

transacted at the Meeting is annexed hereto.

4. 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.

5. Relevant documents referred to in the accompanying Notice and the statement is open for inspection by

the members at the Registered Office of the Company on all working days except Saturday's during

business hours up to the date of the meeting.

6. Members holding shares in electronic form are requested to intimate immediately any change in their

address or bank mandates to their Depository Participants with whom they are maintaining their demat

accounts. Members holding shares in physical form are requested to advise any change in their address or

bank mandates immediately to the Company or the RTA - Niche Technologies Pvt Ltd.

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number (PAN) by every participant in securities market. Members holding shares in electronic form are,

therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining

their demat accounts. Members holding shares in physical form can submit their PAN to the company or

the RTA - Niche Technologies Pvt. Ltd.

RESOLVED FURTHER THAT

RESOLVED FURTHER THAT

Sneha Bindra

Company Secretary

A29721

:NOTES

(4)

(5)

8. As per Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as

amended, securities of listed companies can be transferred only in dematerialised form with effect from

1st April 2019, except in case of request received for transmission or transposition of securities. In view of

the above, members holding shares in physical form are requested to consider converting their holdings to

dematerialised form. Having regard to the difficulties experienced by the shareholders in disposing off

their shares held in physical form and to mitigate the hardship caused to them. Members can contact the

Company or Niche Technologies Pvt. Ltd. For assistance in this regard.

9. Members who have not registered their e-mail addresses so far are requested to register their e-mail

addresses for receiving all communication including Notices, Circulars etc. from the Company

electronically.

10. The Company has implemented the “Green Initiative” as per Circular Nos.17/2011 dated April 21, 2011

and 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs (MCA) to enable electronic

delivery of notices/documents and annual reports to shareholders. The e-mail addresses indicated in your

respective Depository Participant (DP) accounts are being periodically downloaded from NSDL/CDSL and

will be deemed to be your registered e-mail address for serving notices/ documents including those

covered under section 136 of the Companies Act, 2013. Members may also note that the Notice of Extra-

ordinary General Meeting will also be available on the website of the Company, for

download. Members holding shares in electronic mode are therefore requested to keep their email

addresses updated with the Depository Participants. Members holding shares in physical mode are also

requested to update their email addresses by writing to the Registrar and Transfer Agent (RTA) of the

Company.

11. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant rules made

thereunder, Companies can serve Notice of Extra Ordinary General Meeting and other communications

through electronic mode to those Members who have registered their e-mail address either with the

Company or with the Depository. Members holding shares in demat form are requested to register their e-

mail address with their Depository Participant(s) only. Members of the Company who have registered their

e-mail address are entitled to receive such communication in physical form upon request. The Notice of

Extra-ordinary General Meeting and Attendance Slip are being sent in electronic mode to members whose

e-mail ID's are registered with the Company or the Depository Participant(s) unless the members have

registered their request for a hard copy of the same. Physical copy of Notice of Extra-Ordinary General

Meeting and attendance slip are being sent to those Members who have not registered their e-mail ID's

with the Company or the Depository Participant(s). Members who have received the Notice of Extra-

Ordinary General Meeting and Attendance Slip in electronic mode are requested to print the Attendance

Slip and submit a duly filled in Attendance Slip at the registration counter to attend the EGM.

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the

Companies (Management and Administration) Rules, 2014 as amended by 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

members facility to exercise their right to vote on resolutions proposed to be considered at the

Extra-Ordinary General Meeting (EGM) by electronic means and the business may be transacted

through e-Voting Services. The facility of casting the votes by the members using an electronic

voting system from a place other than venue of the EGM (“ ”) will be provided by

National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the EGM and the members

attending the meeting who have not cast their vote by remote e-voting shall be able to exercise

their right at the meeting through ballot paper.

VOTING THROUGH ELECTRONIC MEANS

remote e-voting

www.shivacement.com

III. The members who have cast their vote by remote e-voting prior to the EGM may also attend the

EGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 18 January 2021 (9:00 am) and ends on 20 January

2021 (5:00 pm). During this period members' of the Company, holding shares either in physical

form or in dematerialized form, as on the cut-off date of 14 January 2021, may cast their vote by

remote e-voting. The remote 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.

V. The process and manner for remote e-voting are as under:

A In case a Member receives an email from NSDL [for members whose email IDs are

registered with the Company/Depository Participants(s)] :

i Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as

password. The said PDF file contains your user ID and password/PIN for remote e-voting.

Please note that the password is an initial password.

ii Launch internet browser by typing the following URL:

iii Click on Shareholder - Login

iv Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

v Password change menu appears. Change the password/PIN 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.

vi Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

vii Select “EVEN” of “Shiva Cement Limited”.

(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

with a copy marked to

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https://www.evoting.nsdl.com/

tripathyandco@hotmail.co.uk

evoting@nsdl.co.in

(6)

B In case a Member receives physical copy of the Notice of EGM for members whose email IDs are

not registered with the Company/Depository Participants(s) or requesting physical copy:

i Initial password is provided in the Annexure or at the bottom of the Attendance Slip for

this EGM (enclosed herewith)

ii Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

VI. 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

or call on toll free no.: 1800-222-990.

VII 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.

VIII. 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).

IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the

Company as on the cut-off date of 14 January 2021.

X. Any person, who acquires shares of the Company and become member of the Company after dispatch of

the notice and holding shares as of the cut-off date i.e., 14 January 2021, may obtain the login ID and

password by sending a request at or .

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 could reset your password by using

“Forgot User Details/Password” option available on or contact NSDL at the

following toll free no.: 1800-222-990.

XI A member may participate in the EGM even after exercising his right to vote through remote e-voting but

shall not be allowed to vote again at the EGM.

XII. 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 EGM through ballot paper.

XIII Mr. Surya Narayan Tripathy, Chartered Accountant (Membership No. 065470) and Partner M/s. Tripathy &

Co., Chartered Accountants has been appointed for as the Scrutinizer for providing facility to the members

of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

XIV. The Chairman shall, at the EGM, at the end of discussion on the resolutions on which voting is to be held,

allow voting with the assistance of scrutinizer, by use of “remote e-voting” or “Ballot Paper” for all those

members who are present at the EGM but have not cast their votes by availing the remote e-voting facility.

XV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at

the meeting and thereafter unblock the votes cast through remote e-voting in the presence ofat least two

witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion

of the EGM, 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.

XVI. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company

Shiva Cement Limited and on the website of NSDL immediately after the declaration of result by the

Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the

BSE Limited, Mumbai.

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www.evoting.nsdl.com

evoting@nsdl.co.in Issuer/RTA

www.evoting.nsdl.com

(7)

Members who have not registered their e-mail addresses so far are requested to register their e-mail

address for receiving all communication including Notices, Circulars, etc. from the Company

electronically.

The following statement sets out all material facts relating to Special Businesses mentioned in the

Notice of Meeting dated 14 December2020.

In respect of Item No. 1: Increase the Authorized Share Capital of the Company and consequential

amendment of the Capital Clause in the Memorandum of Association of the Company

In respect of Item No. 2: To approve issue, offer and allot 1% Optionally Convertible Cumulative

Redeemable Preference Shares to JSW Cement Limited, on a preferential basis

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013:

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The existing Authorized Share Capital of the Company is 46,00,00,000 (Rupees Forty Six Crores) divided into

22,87,50,000 (Twenty Two Crores Eighty Seven Lakhs Fifty Thousand) Equity Shares of Rs. 2/- (Two) each and

12,50,000 (Twelve Lakhs Fifty Thousand) Preference shares of Rs. 2/- (Two) each.

In view of the proposal to issue optionally convertible cumulative redeemable preference shares (“ ”) to

JSW Cement Limited, on a preferential basis, and other business requirements of raising funds from time to time, it

is proposed to increase the Authorized Share Capital from 46,00,00,000 to 260,00,00,000 (Rupees Two Hundred

sixty crores), comprising:

I. 60,00,00,000 (Rupees Sixty crores) equity share capital divided into 30,00,00,000 (Thirty Crores) Equity

Shares of Rs. 2/- (Two) each; and

ii. 200,00,00,000 (Rupees Two Hundred crore) preference share capital divided into 2,00,00,000 (Two

crores) Preference Shares of 100/- each;

The aforesaid increase in the Authorized Share Capital by way of replacing the class of Equity and Preference Share

Capital will also require consequential amendment to the Capital Clause of the Memorandum of Association of the

Company.

Pursuant to Section 13 and 61(1)(a) of the Act, the alteration of Memorandum of Association requires approval of

the Members of the Company by way of passing a special resolution to that effect. Accordingly, the approval of the

Members is sought to increase the Authorized Share Capital, replace the class of equity and preference share

capital as well as to consequently alter the Capital Clause of the Memorandum of Association of the Company. A

draft copy of the modified Memorandum of Association is available for inspection by the Members of the Company

at its Registered Office during the normal business hours on any working day of the Company.

The Board recommends the Special Resolution set forth at Item No. 1 of the Notice for approval of the Members.

None of the Directors and/or Key Managerial Personnel of the Company and/or their respective relatives are

concerned or interested in the Resolution mentioned in Item No. 1 of the Notice.

In accordance with Section 23, Section 42, Section 55, Section 62, Section 179 and other applicable provisions of

the Companies Act, 2013 (the “ ”) and the Companies (Prospectus and Allotment of Securities) Rules, 2014, the

Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any

statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “

and the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (the “ ”), as amended from time to time, approval of

shareholders of the Company by way of a special resolution is required for the issuance and allotment of

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OCCRPS

Act

SEBI

ICDR Regulations”)

SEBI Listing Regulations

:

(8)

1,00,00,000(One Crore) 1% Optionally Convertible Cumulative Redeemable Preference Shares (“ ”) of the

Company to JSW Cement Limited, promoter of the Company (“ ”)on a preferential allotment

basis for cash aggregating to Rs. 100,00,00,000/- (Rupees One Hundred Crore only), in the manner set forth in the

SEBI ICDR Regulations (such offering the “ ”).

The provisions of the Companies Act, 2013 require the Company to seek approval of the members for issue of

preference shares on private placement basis. The approval of the members is accordingly being sought by way of a

special resolution under Sections 42, 55 and 62(1)(c) of the Companies Act, 2013, read with the rules made

thereunder, for the issue of the OCCRPS not exceeding an amount of Rs. 100 crore and to offer and allot the OCCRPS

on a private placement basis to the Proposed Allottee on the terms and conditions set out hereunder

The Proposed Allottee is the promoter of the Company. Accordingly, the question of transfer of management /

ownership of the Company does not arise.

The Company proposes to raise an amount aggregating up to Rs. 100 crores through the Preferential Issue.

The Company desires to expand its manufacturing capacity with expansion of its cement mines, to reduce

its interest burden and to strengthen its balance sheet position by repayment of loans availed from the

Promoter and for other general corporate purposes and accordingly, the Company has been exploring

various avenues for raising funds including by way of the Preferential Issue.

It is proposed to issue and allot in aggregate 1,00,00,000(One crore) OCCRPS of a nominal value of Rs. 100/-

each aggregating to Rs. 100 crore (Rupees One Hundred Crore).

The OCCRPS shall be issued at a nominal value of Rs. 100/- (Rupees One Hundred) (“ ”). The

Equity Shares to be allotted upon conversion of OCCRPS shall be issued basis the minimum price

determined as on the Relevant Date and considered in terms of the SEBI ICDR Regulations. The “Relevant

Date” for the Preferential Issue, in terms of the provisions of Regulation 161(b) the SEBI ICDR Regulations

shall be 30 days prior to the date on which the holders of OCCRPS become entitled to apply for Equity

Shares.

(a) The OCCRPS, upon issue, will be convertible into equivalent number Equity Shares of Rs. 2/- each,

in one or more tranches, at the option of the Proposed Allottee within a period not exceeding 18

(eighteen) months from the date of allotment of OCCRPS.

(b) In the event the Proposed Allottee chooses not to convert the OCCRPS within a period of 18

(eighteen months), they will be compulsorily redeemed by the Company, together with the cumulative

dividend and applicable yield at the rate of 1% on the amount invested by the Proposed Allottee,at 12

monthly intervals from the date of allotment of OCCRPS at the option of the Company. However, the

OCCRPS shall be redeemed by the Company within 9 years from the date of allotment.

OCCRPS

Proposed Allottee

Preferential Issue

Issue Price

.

Necessary information or details as required in respect of the proposed issue of OCCRPS in terms of

applicable provisions of the Companies Act, 2013 read with related Rules thereto and SEBI ICDR

Regulations are as under:

1. The objects of the Preferential Issue:

2. Total number of OCCRPS and pricing of securities in the Preferential Issue:

3. The terms of redemption, including the tenure of redemption, redemption of shares at

premium and if the preference shares are convertible, the terms of conversion.

(9)

4. Intent of the Promoters, directors or key managerial personnel of the Company to subscribe to

the Preferential Issue; contribution being made by the Promoters or Directors either as part of

the Preferential Issue or separately in furtherance of the objects

5. The shareholding pattern of the Company before and after the proposed Preferential Issue

The pre issue shareholding pattern of the Company as on September 30, 2020 is as under:

The OCCRPS shall be issued to JSW Cement Limited, the promoter of the Company. None of the Directors or

Key Managerial Personnel of the Company intends to subscribe to any of the OCCRPS proposed to be

issued under the Preferential Issue or otherwise contribute to the Preferential Issue or separately in

furtherance of the objects specified herein above.

(10)

Sr.

No.Category

Pre-issue Shareholding Total number of

OCCRPS to be

allotted

No. of shares

held

%

holding

A. Promoters and Promoter Group

Holding

1. Indian Promoters / Promoter Group:

Individuals / HUF - -

Trust - -

Bodies Corporate 11,56,66,750 59.32 1,00,00,000

Sub Total 11,56,66,750 59.32

2. Foreign Promoters / Promoter Group:

Individuals / HUF - -

Bodies Corporate - -

Sub Total 11,56,66,750 59.32

Sub Total (A) 11,56,66,750 59.32

B1. Non – Promoters’ holding:

Institutions: - -

Mutual Funds - -

Alternate Investment Funds - -

Foreign Portfolio Investor (Corporate) - -

Financial Institutions / Banks 206341 0.11

Insurance Companies - -

Sub Total (B1) 206341 0.11

B2. Others

Individuals 70691852 36.25

Bodies Corporate 64,45,242 3.31

Non-Resident Indians 14,23,001 0.73

Clearing Member 5,65,096 0.29

Directors and relatives - -

Trust 1,718 0.00

Hindu Undivided Family - -

Foreign Portfolio Investor (Individual) - -

Others (IEPF and NBFCs) - -

Sub Total (B2) 7,91,26,909 40.58

Grand Total (A + B1 + B2) 19,50,00,000 100 1,00,00,000

Pursuant to the Preferential Issue, 1,00,00,000 OCCRPS aggregating to a value of Rs. 100 crore shall be allotted to

JSW Cement Limited, the promoter of the Company, at a nominal value of Rs. 100/- each. Accordingly, post the

Preferential Issue, the shareholding pattern shall only reflect the allotment of the OCCRPS. Since the number of

Equity Shares to be allotted upon conversion of the OCCRPS if any, shall be determined basis the 'Relevant Date' in

accordance with Regulation 167(b) of the SEBI ICDR Regulations, the post-Preferential Issue shareholding pattern

of the Company (assuming the total conversion of OCCRPS) cannot be determined at this stage.

As required under the SEBI ICDR Regulations, the OCCRPS shall be allotted by the Company within a period

of 15 days from the date of passing of the special resolution provided that where the allotment of the

OCCRPS is pending on account of receipt of any approval or permission from any regulatory or statutory

authority, the allotment shall be completed within a period of 15 days from the date of receipt of last of

such approvals or permissions.

Pursuant to the Preferential Issue, 1,00,00,000 OCCRPS aggregating to a value of Rs. 100 crore shall be allotted to

JSW Cement Limited, the promoter of the Company, at a nominal value of Rs. 100/- each. Accordingly, post the

Preferential Issue, the shareholding pattern shall only reflect the allotment of the OCCRPS. Since the number of

Equity Shares to be allotted upon conversion of the OCCRPS if any, shall be determined basis the 'Relevant Date' in

accordance with Regulation 167(b) of the SEBI ICDR Regulations, the post-Preferential Issue shareholding pattern

of the Company (assuming the total conversion of OCCRPS) cannot be determined at this stage.

As a result of the proposed Preferential Issue of OCCRPS, there will be no change in the control or

management of the Company. However, voting rights will change in tandem with the shareholding pattern.

Since the Equity Shares of the Company have been listed on recognized stock exchanges for a period of

more than 26 (twenty six) weeks prior to the Relevant Date, the Company is not required to re-compute the

Issue Price and therefore the Company is not required to submit the undertaking specified under

Regulation 163 of the ICDR Regulations.

6. The time frame within which the Preferential Issue shall be completed:

7. Identity of Proposed Allottee (including natural persons who are the ultimate beneficial owners of

securities proposed to be allotted and/or who ultimately control), the percentage (%) of Post

Preferential Issue Capital that may be held by them consequent to the Preferential Issue:

8. Change in control, if any, in the Company that would occur consequent to the preferential offer:

9. Undertaking from the Company:

(11)

Name and Address

of the proposed

Allottee

Category

Pre IssueShareholding

as on 30.09.2020

No. of EquityShares held

% of

share

holding

Maximum No.

of OCCRPS

to be allotted

Name of the natural persons,

who are the ultimate

beneficial owners

A discretionary trust namely

Sajjan Jindal Family Trust in which

Mr. Sajjan Jindal and Ms. Sangita

Jindal are the trustees and

Mr. Sajjan Jindal and his family

members are the beneficiaries.

1,00,00,00059.32%11,56,66,750Promoter

and

Promoter

Group

Name:

Address:

JSW Cement

Limited

JSW Centre,BKC, Bandra East,Mumbai-400051

10. Auditors' Certificate:

11. Valuation for consideration other than cash, if any:

12. The justification for the allotment proposed to be made for consideration other than cash together with

valuation report of the registered valuer:

13. Number of persons to whom allotment on preferential allotment basis has already been made during

the year, in terms of number of securities as well as price:

14. Relevant Date:

15. Lock-in period:

16. Listing:

17. Other Disclosures:

A copy of the certificate from the Statutory Auditors of the Company certifying that the Preferential Issue is

being made in accordance with the requirements of Chapter V of the SEBI ICDR Regulations shall be placed

before the Members of the Company at the Extraordinary General Meeting and the same shall be open for

inspection at the registered office of the Company between A.M. (IST) and P.M. (IST) on all

working days, other than Saturday, up to the date of the Extraordinary General Meeting.

The proposed allotment of OCCRPS pursuant to the Preferential Issue shall be made for consideration in

cash.

The OCCRPS shall be issued at par for cash. A report of registered valuer is not required for the proposed

preferential issue.

Nil.

The “Relevant Date” for the Preferential Issue, in terms of the provisions of Regulation 161(b) the SEBI ICDR

Regulations shall be 30 days prior to the date on which the holders of convertible securities become

entitled to apply for Equity Shares.

The OCCRPS and the Equity Shares arising out of the conversion of the OCCRPS shall be locked-in for such

period as specified under Regulations 167 and 168 of the SEBI ICDR Regulations.

The entire pre-Preferential Issue shareholding of the Proposed Allottee shall be locked-in from the relevant

date up to a period of six months from the date of the allotment of the OCCRPS as specified under

Regulation 167(6) of the SEBI ICDR Regulations.

The OCCRPS shall not be listed on any stock exchange. The Company will make an application to the Stock

Exchanges where the existing Equity Shares are listed, for listing of the Equity Shares arising out of the

conversion of the OCCRPS, as applicable, pursuant to the Preferential Issue. Such Equity Shares, once

allotted, shall rank with the then existing Equity Shares of the Company in all respects, including

dividend and voting rights of the Equity Shares issued upon conversion of the OCCRPS

a) Neither the Company nor its directors or promoters have been declared as wilful defaulter as

defined under the SEBI ICDR Regulations.

b) None of the promoters or directors of the Company have been declared as a fugitive economic

offender.

9:00 5:00

pari passu

(12)

c) Neither the Proposed Allottee nor any member of the promoter group of the Company have sold

or transferred any Equity Shares during the six months preceding the Relevant Date.

As it is proposed to issue OCCRPS on a preferential allotment basis, the approval of the members by way of

a Special Resolution is required in terms of the applicable provisions of the Companies Act, 2013 and the

SEBI ICDR Regulations.

As the item no. pertains to issue and allotment of shares to the promoter, approval of the public

shareholders (i.e., shareholders other than those forming part of promoter, promoter group and other

related parties) will be required.

The Board of Directors of the Company believes that the proposed issue is in the best interest of the

Company and its members and therefore recommends the Special Resolution for your approval.

None of the Directors and /or the Key Managerial Personnel of the Company and / or their respective

relatives is in any way concerned or interested in the aforesaid Special Resolution, save and except to the

extent of their directorship / shareholding, if any.

As per item No. 1 of the Notice, the Company proposes to issue OCCRPS by way of a private placement to

the Proposed Allottee in terms of item no. 2 of the Notice.

2

Date: 14.12.2020 For and on behalf of the Board

Place: Rourkela

Sneha Bindra

Company Secretary

A29721

(13)

SHIVA CEMENT LIMITED Registered Office: YY-5, Civil Township, 7/8 Area, Rourkela-769 004 (Odisha)

Website: www.shivacement.com Email: cs@shivacement.comTel : +91 661 2664168 CIN: L26942OR1985PLC001557

PROXY FORM

MGT-11

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

Extra-ORDINARY GENERAL MEETING (Thursday, January 21, 2021)

Name of the member(s) : _____________________________________________________________ Registered Address : ________________________________________________________________ Email id : _________________________________________________________________________ Folio No./DP ID-Client ID No.

I/We being the member(s) of _______________ shares of the above named Company, hereby appoint

1. Name : _______________________________________________ Address : _____________________________________________ Email id : _____________________________________________ Signature : __________________________ , or failing him/her

2. Name : _______________________________________________ Address : _____________________________________________ Email id : _____________________________________________ Signature : __________________________ , or failing him/her

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra-Ordinary General Meeting of the Company, to be held on Thursday, January 21, 2021 at 11:30 A.M. at Hotel Mantra Palace, Panposh Road, Next to Reliance Digital, Rourkela, Odisha and any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No. Description of Resolution Special

Business For Against

1 Increase the Authorized Share Capital of the Company and consequential amendment of the Capital Clause in the Memorandum of Association of the Company.

2 To approve issue, offer and allot 1% Optionally Convertible Cumulative Redeemable Preference Shares to JSW Cement Limited, on a preferential basis:

Signed this ________________ day of ___________________ 2021 Signature of Shareholder : __________________________________ Affix Revenue Stamp Signature of First Proxy holder Signature of Second Proxy holder Signature of Third Proxy holder NOTE :

1. THIS FORM OF PROXY, IN ORDER TO BE EFFECTIVE, SHOULD BE DULY COMPLETED AND DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY AT YY-5, CIVIL TOWNSHIP, ROURKELA-769004 NOT LESS THAN FORTY EIGHT (48) HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the Extra-Ordinary General Meeting.

SHIVA CEMENT LIMITED

Registered Office : YY-5, Civil Township, 7/8 Area, Rourkela-769 004 (Odisha) Website :www.shivacement.com Email : cs@shivacement.comTel : +91 661 2664168

CIN : L26942OR1985PLC001557

ATTENDANCE SLIP EXTRA-ORDINARY GENERAL MEETING

Thursday, January 21, 2021

Registered Folio/ DP ID and Client ID Name and Address of the Sole/First Shareholder Joint Holder 1 Joint Holder 2 I/We hereby record my/our presence at the EXTRA-ORDINARY GENERAL MEETING of the Company at Hotel Mantra Palace, Panposh Road, Next to Reliance Digital, Rourkela, Odisha, on Thursday, the 21st January, 2021 at 11:30 A.M.

Member’s Folio/DP ID- Client ID No.

Member’s /Proxy’s Name in Block Letters

Member’s/ Proxy’s Signature

NOTES :

1. Please complete the Folio/DP ID-Client ID No. and name of the Member/Proxy, sign this Attendance Slip and hand it over, duly signed, at the entrance of the Meeting Hall.

2. Shareholder/ Proxy holder desiring to attend the meeting should bring his/her copy of the Notice for reference at the meeting.

EGM Location Map ICICI Hotel Reliance Hotel Mayfair Rourkela Railway Station Bank Mantra Digital

Bisra Chowk Panposh Road Main Road