HON BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH ( NCLT ) CONVENED MEETING OF THE UNSECURED CREDITORS OF VISA STEEL LIMITED

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1 HON BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH ( NCLT ) CONVENED MEETING OF THE UNSECURED CREDITORS OF VISA STEEL LIMITED Day : FRIDAY Date : 30 JUNE 2017 Time : 1.00 PM Venue : VISA House,11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha Sl. No. Contents Page No. 1 Notice of NCLT convened meeting of the Unsecured Creditors of VISA Steel Limited ( Transferee Company ) Explanatory Statement under Sections 102, 230 (3) and other applicable provisions of the Companies Act, 2013 read with Rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 forming part of the Notice Scheme of Amalgamation of VISA BAO Limited ( Transferor Company ) with VISA Steel Limited ( Transferee Company ) under Sections 230 and 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and any amendments thereto or re-enactments thereof Copy of the Audit Committee Report dated 21 August 2015 of the Transferor Company Copy of the Valuation Report dated 21 August 2015 issued by the Independent Chartered Accountants, M/s Rajesh Choudhary & Associates Copy of Supplementary Unaudited Financial Statements for the nine months ended on 31 December 2016 of the Transferor Company and the Transferee Company Copy of Observation Letter dated 7 April 2016 issued by BSE Limited ( BSE ) Copy of Observation Letter dated 6 April 2016 issued by National Stock Exchange of India Limited ( NSE ) Copy of Fairness Opinion dated 21 august 2015 issued by Intelligent Money Managers Private Limited SEBI Registered Category I Merchant Banker Complaints Report dated 29 December 2015 submitted by the Transferee Company with BSE and NSE Route map to reach the Venue of the Meeting Postal Ballot Form with instructions. Loose Leaf 13 Attendance Slip and Form of Proxy. Loose Leaf 1

2 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH FORM NO. CAA 2 [Pursuant to Section 230 (3) and Rules 6 and 7] COMPANY APPLICATION NO.106 OF 2017 In the matter of: The Companies Act, 2013 ( the Act ) And In the matter of: An Application under Section 230 read with Section 232 of the said Act; And In the matter of: VISA BAO Ltd, a Company incorporated under the Companies Act, 1956, having its registered office at VISA House, 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha, within the aforesaid jurisdiction ( Transferor Company ) And In the matter of: VISA Steel Ltd, a Company incorporated under the Companies Act, 1956, having its registered office at 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha within the aforesaid jurisdiction ( Transferee Company ) And In the matter of: VISA BAO Limited Applicant VISA Steel Limited Applicant Represented herein by its Authorized Signatory Mr. Sunil Kumar Mall Both Applicants 2

3 Notice convening meeting of Unsecured Creditors of VISA Steel Limited To, The Unsecured Creditors of VISA Steel Limited (VSL) (Transferee Company) NOTICE is hereby given that pursuant to an Order dated 11 May 2017 passed by Kolkata Bench of the National Company Law Tribunal ( NCLT ), a meeting of the Unsecured Creditors of the Company to be held on Friday, 30 June 2017, at VISA House, 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha at 1.00 p.m for the purpose of considering and if thought fit, approving with or without modification(s), the amalgamation of the Transferor Company with the Transferee Company, under Section 232 read with Section 230 and other applicable provisions of the Companies Act, 2013 and in connection therewith it is hereby proposed that the Unsecured Creditors of Transferee Company may consider, and, if thought fit, pass, with or without modification(s) the following resolution: RESOLVED THAT pursuant to provisions of Sections 230 and 232 read with Section 52 and Section 66 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the National Company Law Tribunal Rules, 2016, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and subject to applicable provisions of the Memorandum of Association and Article of Association of the Company and subject to the approval of the jurisdictional National Company Law Tribunal, ( NCLT or Tribunal ) and other concerned authorities as the case may be, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of the authorities concerned while granting such approvals, permissions and sanctions, which may be agreed to by the Board of the Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers), the Scheme of Amalgamation ( Scheme ) between VISA BAO Limited and VISA Steel Limited and their respective shareholders placed before this meeting and initialed by the Chairperson of the meeting for the purpose of identification, be and is hereby approved. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper. In this regard, a Copy of the Scheme of Amalgamation and Notice along with Explanatory Statement forming part thereof under Section 230 read with Section 102 and other applicable provisions of the Companies Act, 2013 can be obtained free of charge at the registered office of the Transferee Company at 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha or at the office of its advocate M/s. Khaitan& Co., Emerald House, 1B, Old Post Office Street, Kolkata , West Bengal within one day of requisition made by the Unsecured Creditors of the Transferee Company entitled to attend the meeting as aforesaid. Persons entitled to attend and vote at the meeting, may vote in person or by proxy provided that proxies in the prescribed form are deposited at the registered office of the Transferee Company or at the office of its advocate on record not later than 48 hours before the meeting. As per the NCLT Order, quorum for the meeting shall be 1/3rd in number of Unsecured Creditors present either in person or by proxy and more than 25% in value of the unsecured debt of the Company. Further, in case the quorum is not present at the commencement of the meeting, then the meeting shall be adjourned by half an hour and thereafter the person present and voting shall be deemed to constitute the quorum. It is pertinent to note that Section 230(4) of the Companies Act, 2013, inter-alia, provides that, Unsecured 3

4 Creditors having outstanding debt of not less than 5% of the total outstanding debt as per the latest Audited Financial Statement of the Transferee Company, are only entitled to raise objections to the said Scheme of Amalgamation. Forms of proxy, free of charge, can be obtained at the Registered Office of the Transferee Company. Explanatory Statement under Sections 102, 230 (3) and other applicable provisions of the Companies Act, 2013 read with Rules6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is attached herewith and forms part of this Notice. The Tribunal has appointed Advocate Ms. Shreya Choudhary as the Chairperson of the said meeting. Above mentioned amalgamation, if approved at the meeting, will be subject to the subsequent approval of the Tribunal. By Order of the Board VISA Steel Limited Place: Kolkata Date: 19 May 2017 Sd/- Registered Office: Shreya Choudhary 11 Ekamra Kanan, Nayapalli Chairperson of the Meeting Bhubaneswar

5 EXPLANATORY STATEMENT UNDER SECTIONS 102, 230 (3) AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULES 6 AND 7 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 FORMING PART OF THE NOTICE 1. Pursuant to an Order dated 11 May 2017 passed by the Kolkata Bench of the National Company Law Tribunal ( NCLT / Tribunal ) in Company Application No. 106 of 2017 filed by VISA Steel Limited ( Transferee Company/Applicant Company ), a meeting of the Unsecured Creditors of the Transferee Company, is convened to be held at VISA House, 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha on Friday, 30 June 2017 at 1.00 p.m, for the purpose of considering and if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between VISA BAO Limited ( Transferor Company ) with VISA Steel Limited ( Transferee Company ) and their respective Shareholders and Creditors (hereinafter referred to as the Scheme or Scheme of Amalgamation ) and in connection therewith pass resolution proposed in the Notice. 2. A copy of the Scheme setting out details of parties involved in the proposed Scheme, appointed date, effective date, Share Exchange Ratio and other relevant particulars is attached herewith and forms part of the Notice as well as this Explanatory Statement thereto. 3. The background of the companies involved in the Scheme are as under: 3.1 VISA Steel Limited (VSL) (Transferee Company) (a) VISA Steel Limited is a Public Limited Company which was originally incorporated on 10 September 1996 under the provisions of Companies Act, 1956, in the name and style of VISA Industries Limited. Subsequently, the name was changed to VISA Steel Limited on 4 May (b) The Transferee Company s Corporate Identity Number ( CIN ) is L51109OR1996PLC and Permanent Account Number ( PAN ) is AAACV9836E. (c) The Transferee Company has its shares listed in National Stock Exchange of India Limited ( NSE ) and Bombay Stock Exchange Limited ( BSE ) (d) The Registered Office of VSL is situated at 11 Ekamra Kanan, Nayapalli, Bhubaneshwar , Odisha, India. (e) The Authorised, Issued, Subscribed and Paid-up Share Capital of VSL as on 31 March 2017 was as under: Particulars Rs. In Lakhs Authorised Share Capital 16,00,00,000 Equity Shares of Rs. 10 each 16, Total 16, Issued, Subscribed and paid-up Share Capital 11,00,00,000 Equity Shares of Rs. 10 each fully paid up 11, Total 11, Subsequent to 31 March 2017, there has been no change in the capital structure of VSL till date. Additionally, VSL has granted stock options to specified employees of VSL and its Subsidiary Company convertible into equivalent number of Equity Shares of Rs.10 each, which upon exercise will increase the issued, subscribed and paid up Equity Share capital of VSL. This, however, shall not affect the scheme in any manner. 5

6 (f) The main objects of VSL are set out in its Memorandum of Association. The main objects of VSL are briefly as under: III. The objects for which the Company is established are: Main objects to be pursued by the Company on its incorporation are: 1. To undertake the business of exploration, prospecting, quarring, mining, winning, handling, transporting, processing, beneficiation, crushing, screening, washing, working, reducing, drawings, extracting, calcining, smelting, refining of all kinds of minerals, coal, ores, metals, concentrates including their arisings, associates, products and by-products and to deal, trade, market, sell, distribute, buy, export, import in respect thereof and to carry on any other mining / metallurgical operations which may seem conducive to the company's business. 2. To manufacture, produce, beneficiate, refine, work, alter, process, exchange, improve, transport, handle, buy, seil, market, deal, trade, distribute, import, export all kinds of ores, concentrates, minerals and mineral based products, coal, coke and all their products and by-products, ferrous and non-ferrous metals and their alloys including iron & steel, alloy steel products, stainless steel products, ferro alloy, other alloys and their products. 3. To purchase, take on lease or otherwise acquire all kinds of mines, quarries and mineral properties and lands in India or elsewhere believed to contain any type of ores or mineral coal, limestone, dolomite, saline or chemical substances and also grants, concessions, leases, claims, licenses of or other interests in mines, mining rights and other rights and privileges which the company may think necessary or convenient for the purpose of its business. 4. To carry on business of generation, transmission and distribution of electricity and to generate, accumulate, transmit, distribute, wheel, bank, purchase or sell and supply electricity on a commercial basis as well as for captive consumption, for various purposes for which electric energy can be employed, including the establishment, operation and maintenance of generating and transformer stations, and to manufacture and deal in all apparatus and things required including acquisition and operation of coal mines, quarries for or capable of being used in connection with the generation, distribution, transmission, supply, accumulation, wheeling, banking and employment of electricity and to carry on the business of operators, consultants and advisers in relation to the business aforementioned. (g) VSL is a leading player in the Indian Special Steel Industry operating a fully integrated 0.5 million TPA Special Steel Plant including a Pig Iron Plant, Sponge Iron Plant, Ferro Chrome Plant, Captive Power Plant, Steel Melt Shop & Barand Wire Rod Mill. (h) Website and address of the Transferee Company is and cs@visasteel. com. 3.2 VISA BAO Limited (VBL) (Transferor Company) (a) VISA BAO Limited is a Public Limited Company which was incorporated on 01 February 2008 under the provisions of Companies Act, 1956, in the name and style of VISA BAO Limited (VBL). (b) The Transferor Company s Corporate Identity Number ( CIN ) is U27101OR2008PLC and Permanent Account Number ( PAN ) is AACCV6970H. 6

7 (c) The Registered Office of VBL is situated at VISA House, 11 EkamraKanan, Nayapalli, Bhubaneswar ,Odisha, India. (d) The Authorised, Issued, Subscribed and Paid-up Share Capital of VBL as on 31 March 2017 was as under: Particulars Authorised Capital 9,20,00,000 Equity Shares of Rs. 10 each Total Issued, Subscribed and Paid-up 9,10,00,000 Equity Shares of Rs. 10 each Total Rs. In Lakhs Subsequent to 31 March 2017, there has been no change in the capital structure of VBL till date. As on the date of approval of the Scheme by the Board of Directors of the Transferor Company (VBL) and Transferee Company (VSL), 65% of the issued, subscribed and paid up share capital of Transferor Company is held by the Transferee Company. (e) The main objects of VBL are set out in its Memorandum of Association. The main objects of VBL are briefly as under: III. The objects for which the Company is established are: Main objects to be pursued by the Company on its incorporation are: 1. To manufacture, produce, beneficiate, refine, work, alter, process, exchange, improve, transport, handle, buy, sell, market, deal, trade, distribute, import, export all kinds of ores, concentrates, minerals and mineral based products, coal, coke and all their products, ferrous and non-ferrous metals and their products, iron & steel products and their related products. 2. To undertake the business of exploration, prospecting, quarrying, mining, winning, handling, transporting, processing, beneficiation, crushing, screening, washing, working, reducing, drawing, extracting, calcining, smelting, refining of all kinds of minerals, coal, ores, metals, concentrates including their arisings, associates, products and by-products and to deal, trade, market, sell, distribute, buy, export, import in respect thereof and to carry on any other mining / metallurgical operations which may seem conducive to the company s business. 3. To purchase, take on lease or otherwise acquire all kinds of mines, quarries, mineral properties and lands in India or elsewhere believed to contain any type of ores or mineral, like iron, chromile, coal, limestone, dolomite, saline or chemical substances and also grants, concessions, lease, claims, licenses of or other interests in mines, mining rights and other rights and privileges which the company may think necessary or convenient for the purpose of its business. 4. To establish and operates a ferrochrome facility in India and to carry on in India the trades or businesses of steel makers, steel converters, iron masters, manufactures of ferrochrome, miners, smelters, engineers, stainless steel makers and iron founders, in all their respective branches. 7

8 (f) address of the Transferor Company is Transferor Company does not have a dedicated website. 4. During the last five years, there has been no change in the name, registered office and main objects (which are summarized above) of the Transferor Company and Transferee Company. 5. Details of Promoters and Directors of the Transferee and Transferor Companies 5.1 Details of the Promoters of the Transferee Company are: Name VISA Infrastructure Limited VISA International Limited Address 8/10 Alipore Road Kolkata , West Bengal 8/10 Alipore Road Kolkata , West Bengal 5.2 Details of Present Directors of the Transferee Company are: Name Designation Address DIN Date of Appointment Vishambhar Saran Wholetime Director VISA House, 10th Floor 8/10, /09/1996 Alipore Road Kolkata WB IN Vishal Agarwal Managing Director 9TH Floor, VISA House 8/ /09/1996 Alipore Road Kolkata WB IN Pratip Chaudhuri Independent H Pocket H C. R. Park /10/2014 Director New Delhi DL IN Manas Kumar Nag Nominee Director 10/2 Keyatala Lane Ground Floor Kolkata WB IN Kishore Kumar Mehrotra Independent Flat Number-406, Mecon Apartment Director Plot Number-C-58/10, Near Fortis Hospital Sec tor-62, Noida UP IN Manoj Kumar Wholetime Director Flat No.511, 5th Floor, Arcon Retreat, Block-B Plot No.392/1772, Patia, Bhubaneswar OR IN /08/ /11/ /09/2015 The Scheme of Amalgamation has been approved under the provision of Companies Act, 1956 by the Board of Directors of the Transferee Company at its meeting held on 21 August 2015 Mr. Vishambhar Saran, Mr. Vishal Agarwal, Mr. Shiv Dayal Kapoor, Mr. Manas Kumar Nag and Mr. Punkaj Kumar Bajaj were present at the meeting and all of them voted in favour of the resolution for approving the Scheme of Amalgamation. Leave of absence was granted to Mr. Debi Prasad Bagchi, Mr. Pratip Chaudhuri and Ms. Gauri Rasgotra. 5.3 Details of the Promoters of the Transferor Company are: Name VISA Steel Limited Baosteel Resources Co. Limited Address 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha No.568, Dongdaming Road, Hongkou District, Shanghai , China 8

9 5.3 Details of Present Directors of the Transferor Company are: Name Designation Address DIN Date of Appointment Vishambhar Saran Director VISA House, 10th Floor 8/10, Alipore Road Kolkata WB IN Vishal Agarwal Director 9TH Floor, VISA House 8/10 Alipore Road Kolkata WB IN /02/ /02/2008 Ranjan Mishra Independent N3-49/6 I R C Village Bhubaneswar /01/2015 Director OR IN Kishore Kumar Independent Flat Number-406, Mecon Apartment /11/2016 Mehrotra Director Plot Number-C-58/10, Near Fortis Hospital Sec tor-62, Noida UP IN Xuerong Zheng Director , East Zunyi Road, Longtan District, Jilin City, Jilin Province CHI- NA NA CN /05/2012 Manoj Kumar Managing Flat No.511, 5th Floor, Arcon Retreat, /09/2015 Director Block-B Plot No.392/1772, Patia, Bhubaneswar OR IN Xu Changlin Director Rm. 902, No. 10, Lane 1089 Dingxiang Road, Pudong New Area, Shanghai Shanghai CN /02/2015 Yu Yunsheng Additional No. 568, Dong Daming Road Hong /11/2016 Director kou District Shanghai CN The Scheme of Amalgamation has been approved approved under the provision of Companies Act, 1956 by the Board of Directors of the Transferor Company at its meeting held on 21 August 2015 Mr. Vishambhar Saran, Mr. Vishal Agarwal, Mr. Shiv Dayal Kapoor, Mr. Xu Changlin, Mr. Ranjan Mishra, Mr. Huang Zhiyong and Mr. Punkaj Kumar Bajaj were present at the meeting and all of them voted in favour of the resolution for approving the Scheme of Amalgamation. Leave of absence was granted to Mr. Zheng Xureong. Relationship between Transferee and Transferor Companies 6. The Transferor Company is the subsidiary of the Transferee Company in as much as 65% of total issued, subscribed and paid up share capital of the Transferor Company is held by Transferee Company. 7. Mr. Vishambhar Saran, Mr. Vishal Agarwal, Mr. Kishore Kumar Mehrotra and Manoj Kumar are Directors of both Transferee and Transferor Companies. Rationale for the Scheme 8. VISA Steel Limited ( VSL ) is presently operating two submerged Arc Furnaces of 18 MVA each for production of 60,000 TPA Ferro Chrome and a 75 MW Captive Power Plant (CPP) with infrastructure to scale up to 120,000 TPA Ferro Chrome. VSL has also secured Prospecting License for Chrome Ore in Manipur for development of Captive Mines. 9

10 VISA BAO Limited ( VBL ) is setting up a Ferro Chrome Plant with four Submerged Arc Furnaces at Kalinganagar Industrial Complex in Odisha. Two furnaces were commissioned in the month of June 2013 and the remaining two furnaces were expected to be commissioned by phases during the financial year and The Ferro Chrome Business of VSL includes production of High Carbon Ferro Chrome and generation of power for captive use. Production of High Carbon Ferro Chrome is affected due to inadequate availability and high price of Chrome Ore & Concentrates. The power plant is presently not operating at its full capacity as the generation is impacted due to non-availability of gas from Blast Furnace and inadequate availability of waste heat from Coke Oven & DRI Plant. In order to have a sustainable growth, it is necessary for any Ferro Chrome producer to have captive Chrome Ore mine or a captive power plant, if not both. Hence, with a view to achieve competitive advantage, to ensure availability of Chrome Ore and concentrates and to optimize the utilization of the power plant capacity it is intended to consolidate the Ferro Chrome Business of VSL and VBL by amalgamating VBL with VSL. Salient features of the Scheme The Scheme envisages Amalgamation of VBL with VSL by way of a Scheme of Amalgamation under Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956 and corresponding Sections of the Companies Act, 2013 (as and when such corresponding Sections are notified in the Official Gazette by the Central Government). a. Appointed Date means 1 April 2015 or such other date as may be approved by the High Court or any other competent authority; b. Effective Date means later of the dates on which the certified copy of the Order of the Orissa High Court, Cuttack sanctioning the Scheme of Amalgamation is filed by Transferee Company and Transferor Company with the Registrar of Companies; c. Upon the coming into effect of this Scheme and with effect from the Appointed Date, the Undertaking of the Transferor Company shall, pursuant to the sanction of this Scheme by the High Court and pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Act, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, as a going concern without any further act, instrument, deed, matter or thing to be made, done or executed so as to become, as and from the Appointed Date, the undertaking of the Transferee Company by virtue of and in the manner provided in this Scheme. d. On the Scheme becoming effective, all staffs, workmen and employees of VBL in service on the Effective Date shall be deemed to have become staffs, workmen and employees of the VSL with effect from the Appointed Date without any break, discontinuance or interruption in their service and on the basis of continuity of service and the terms and conditions of their employment with VSL shall not be less favourable than those applicable to them with reference to VBL, on the Effective Date. e. 57,89,500 (Fifty Seven Lacs Eighty Nine Thousand Five Hundred only) fully paid up Equity Shares of face value of Rs.10/-each of VSL to be issued and allotted to the Shareholders of VBL in the 10

11 proportion of the number of Equity Shares held by the Shareholders in VSL upon the effectiveness of the Scheme. The shareholding of VSL in VBL shall stand cancelled andno shares shall be issued in lieu thereof. f. Accounting Treatment in the Books of Transferee Company Upon the Scheme becoming effective, Transferee Company shall account for amalgamation in its books as under: i. With effect from the Appointed Date, all the assets and liabilities of Transferor Company shall be transferred to and vested in Transferee Company and shall be recorded at their respective fair values as may be determined by Board of Directors of Transferee Company. ii. Transferee Company shall credit to its share capital account, the aggregate face value of the Equity Shares issued by it pursuant to Clause 5 of this Scheme. iii. The investments in the equity share capital of Transferor Company as appearing in the books of accounts of Transferee Company, as on the Effective Date, shall stand cancelled. iv. Inter-company balances, if any, will stand cancelled. v. The difference, between the fair value of net assets of Transferor Company transferred to Transferee Company and recorded by Transferee Company pursuant to the order of the jurisdictional High Court in accordance with Clause 7.1 over the face value of equity shares allotted by Transferee Company pursuant to Clause 5 of this Scheme shall, in case of there being a deficit, be debited to Goodwill Account. In case of there being a surplus, the same shall be credited to Capital Reserve Account. Capital Structure of Transferee and Transferor Companies Pre and Post (expected) Amalgamation 9. The Capital Structure of: 1. The Transferee Company pre and post (expected) amalgamation are/will be as follows: Particulars Pre-Amalgamation As on Post - Amalgamation No. of shares Amount in INR No. of shares Amount in INR I. Authorised Share Capital Equity Shares of INR 10/- each 16,00,00,000 1,60,00,00,000 16,00,00,000 1,60,00,00,000 Total 16,00,00,000 1,60,00,00,000 16,00,00,000 1,60,00,00,000 II. Issued, Subscribed and Paid-up Share Capital Equity Shares of INR 10/- each 11,00,00,000 1,10,00,00,000 11,57,89,500 1,15,78,95,000 Total 11,00,00,000 1,10,00,00,000 11,57,89,500 1,15,78,95,000 11

12 2. The Transferor Company pre and post (expected) amalgamation are/will be as follows: Particulars I. Authorised Share Capital Pre-Amalgamation As on Post - Amalgamation No. of shares Amount in INR No. of shares Amount in INR Equity Shares of INR 10/- each 9,20,00,000 92,00,00, Total 9,20,00,000 92,00,00, II. Issued, Subscribed and Paidup Share Capital Equity Shares of INR 10/- each 9,10,00,000 91,00,00, Total 9,10,00,000 91,00,00, The pre and post amalgamation shareholding pattern of the Transferee Company is as under: Category Code Pre Amalgamation Category of Shareholder of transferee company Number of Shareholders Total no. of Shares No. of Shares held in dematerialized form Total Shareholding as a percentage of total number of shares As a percentage of (A+B) Shares pledged or otherwise encumbered As a percentage of (A+B+C) Number of Shares As a percentage (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=VIII/ IV*100 (A) (1) Indian Shareholding of Promoter and Promoter group (a) Individuals / Hindu Undivided Family (b) Central Government/ State Government(s) (c) Bodies Corporate (d) (e) Financial Institutions/Banks Any other (specify) Sub-Total (A) Total shareholding of Promoter and Promoter Group(A)=(A) (1)+(A)(2)

13 (B) Public Shareholding (Institutions, Non- Institutions and Shares held by Custodians and against which D e s p o s i t o r y Receipts have been issued) Sub- Total (B) Grand (A)+(B) Total Post Amalgamation Catego- Category of Number Total no. No. of Total Shares ry Code Shareholder of of Share- of Shares Shares Share- pledged or transferee com- holders held in holding otherwise pany demate- as a per- encum- rialized centage bered form of total number of shares As a perc e n t a g e As a percentage of Number of Shares percent- of (A+B) (A+B+C) age (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=VIII/ (A) Shareholding of Promoter and Promoter group (1) Indian (a) Individuals / Hindu Undivided Family (b) Central Government/ State As a IV*100 (e) Government(s) (c) Bodies Corporate (d) Financial Institu tions/banks Any other (spec ify) Sub-Total (A) Total shareholding of Promoter and Promoter G r o u p ( A ) = ( A ) (1)+(A)(2)

14 (B) Public Shareholding (Institu- tions, Non- Institutions and Shares held by Custodians and against which D e s p o s i t o r y Receipts have been issued) i. Overseas Bodies 1 5,789,500 5,789, Corporate Sub- Total (B) Grand Total (A)+(B) 11. The pre and post amalgamation shareholding pattern of the Transferor Company is as under: Pre Amalgamation Category Code Category of Shareholder of transferee company Number of Shareholders Total no. of Shares No. of Shares held in dematerialized form Total Shareholding as a percentage of total number of shares Shares pledged or otherwise encumbered As a percentage of (A+B) As a percentage of Number of Shares As a percentage (A+B+C) (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=VIII/ IV*100 (A) Shareholding of Promoter and Promoter group (1) Indian (a) Individuals / Hindu Undivided Family (b) Central Government/ State Government(s) (c) Bodies Corporate 2 9,10,00,000 91,00,00, (d) Financial Institutions/Banks

15 (e) Any other (specify) Sub-Total (A) 2 9,10,00,000 91,00,00, Total shareholding of Promoter 2 9,10,00,000 91,00,00, and Promoter Group(A)=(A) (1)+(A)(2) (B) Public Shareholding (Institu- tions, Non- Institutions and Shares held by Custodians and against which D e s p o s i t o r y Receipts have been issued) Sub- Total (B) Grand Total 2 9,10,00,000 91,00,00, (A)+(B) After the amalgamation, the Transferor Company shall cease to exist, hence there shall not be any postamalgamation capital of the Transferor Company. 12. The Equity Shares of the Transferee Company are listed on BSE Limited ( BSE ) and National Stock Exchange of India Limited ( NSE ). The Transferor Company is an Unlisted Public Company and hence their securities are not listed on any Stock Exchange. The equity shares to be issued to the members of Transferor Company pursuant to this Scheme will be listed and/or admitted to trading in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (read with the applicable regulations/circulars issued by the Securities and Exchange Board of India in relation to application under sub-rule (7) of Rule 19 of the Securities Contract (Regulation) Rules, 1957) including any amendment or reconstitution thereof on all the Stock Exchanges, including NSE and BSE, on which shares of Transferee Company are listed on the Effective Date. Transferee Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with the applicable laws or regulations and comply with the necessary formalities of the said Stock Exchanges. General 13. The Audit Committee of the Transferee Company in its meeting held on 21 August 2015 also approved the Scheme and their Report is appearing on website of the Transferee Company. Audit Committee Report was considered by the Board of Directors of the Transferee Company and the Scheme was unanimously approved by the Board of Directors of the Transferee Company vide resolution passed in the meeting held on 21 August Copy of Audit Committee Report is also enclosed with the Notice. 14. The Board of Directors of the Transferee Company vide resolution passed in its meeting held on 21 August 2015, has approved the Scheme. 15

16 15. As on the cut-off date being 30 April 2017, the amount due to Unsecured Creditors of the Transferor Company has been INR Lacs (Rupees Seven Crore Forty Six Lacs and Seventy Eight Thousand Only) and the amount due to Unsecured Creditors of the Transferee Company has been INR Lacs (Rupees Four Hundred and Fourteen Crores Ninety Five Lacs Thirty One Thousand Only). 16. The Scheme will neither have a prejudicial affect on the Key Managerial Personnel, Directors, Promoters, Non-promoter members, Creditors, Employees and others concerned of the Transferor and Transferee Companies, as no sacrifice or waiver is, at all, called from them nor are their rights sought to be modified in any manner whatsoever. 17. None of the Directors, Promoters, Key Managerial Personnel, Creditors and Employees of the Transferor Company and Transferee Company respectively have any material personal interest in the Scheme, except to the extent of shares held if any in the Transferor and the Transferee Companies. 18. No investigation proceedings have been instituted or are pending in relation to the Transferor Company and Transferee Company under the Companies Act, 1956/ Companies Act, Proposed Scheme does not contemplate any Corporate Debt Restructuring exercise. 20. Transferee Company has sent copy of the Scheme to the Registrar of Companies, Odisha at Cuttack. Summary Of Valuation Report And Fairness Opinion 21. For the purpose of arriving at the Share Exchange Ratio, an independent Valuation Report from M/s Rajesh Choudhary & Associates, Chartered Accountants dated 21 August 2015 has been obtained. Basis of valuation for Transferee Company is Discounted Cash Flow Method, Market Price Method, Adjusted Net Asset Value Method and for Transferee Company is Discounted Cash Flow Method and Adjusted Net Asset Value Method. The fair basis of valuation has taken into consideration all the factors relevant to the companies, the industries and the methodologies. It has been stated in the Valuation Reportthat the fair equity exchange ratio for amalgamation of Transferor Company with Transferee Company would be 57,89,500 Equity Shares of Transferee Company in lieu of its entire holding of 31,850,000 Equity Shares in Transferor Company. 22. Further, a Fairness Opinion dated 21 August 2015, has been issued by the SEBI Registered Category I Merchant Banker, Intelligent Money Managers Private Limited, Kolkata on the Valuation done by the Valuer. Approvals and Sanctions in Relation to the Scheme 23. NSE has been appointed as designated stock exchange by the Transferee Company for the purposes of co-ordination with SEBI. 24. In terms of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, NSE has granted its No-objection in terms of Regulation 94 thereof, vide its Observation Letter dated 6 April 2016 and BSE has also granted its No-objection vide Observation Letter dated 7 April Copy of Observation Letter(s) are enclosed with the Notice. 25. As required by the SEBI, the Applicant Company has also filed the Complaints Report with BSE and NSE, on 29 December After filing of the Complaints Report the Applicant Company has received NIL complaints. Copy of the said Complaints Reports are enclosed with the Notice. 16

17 Inspection 26. Following documents are also available for obtaining extract from or for making or obtaining copies of or for inspection by the members of the Transferee Company at the Registered Office of the Company upto one day prior to the date of the Meeting between a.m. to 5.00 p.m. on all working days (except Saturdays, Sundays and public holidays): (a) Copy of Memorandum and Articles of Association of the Transferor Company and Transferee Company; (b) Copy of Annual Report for the last three financial years ending on 31 March 2016, 31 March 2015 and 31 March 2014 of the Transferee Company; (c) Copy of Unaudited Financial Statements for the six and nine months ended on 30 September 2016 and 31 December 2016 of the Transferee Company; (d) Copy of Audited Financial Statement for the last three financial years ending on 31 March 2016, 31 March 2015 and 31 March 2014 of the Transferor Company; (e) Copy of Unaudited Financial Statements for the six and nine months ended on 30 September 2016 and 31 December 2016 of the Transferee Company; (f) Copy of the Scheme of Amalgamation; (g) Copy of the Audit Committee Report dated 21 August 2015 of the Transferee Company; (h) Copy of Board Resolution dated 21 August 2015 passed by the Board of Directors of the Transferor Company; (i) (j) Copy of Board Resolution dated 21 August 2015 passed by the Board of Directors of the Transferee Company; Copy of the Valuation Report dated 21 August 2015 issued by the Independent Chartered Accountants, M/s Rajesh Choudhary & Associates ; (k) Copy of Fairness Opinion dated 21 August 2015 issued by Intelligent Money Managers Private Limited, SEBI Registered Category I Merchant Banker; (l) Certificate issued by the Statutory Auditor to the effect that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013; (m) Copy of Observation Letter dated 7 April 2016 issued by BSE; (n) Copy of Observation Letter dated 6 April 2016 issued by NSE; (o) Complaints Report dated 15 September 2016 submitted by the Transferor Company with BSE and NSE; (p) Copy of the Order of the Tribunal dated 11 May 2017 passed in Company Application No. 106 of 2017 directing the convening of meetings of the Equity Shareholders and Unsecured Creditors of the Transferee Company & Transferor Company; and (q) Other documents relating to the matters incidental to and arising out of the proposed Scheme. 17

18 Others 27. In compliance with the requirement of Section 230(5) and Section 232 of the Companies Act, 2013 and Rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Notice in the prescribed form together with requisite documents and seeking approvals, sanctions or no-objections to the proposed Scheme has been served on the concerned regulatory and government authorities, including the jurisdictional Registrar of Companies (Ministry of Corporate Affairs). 28. In view of the information provided hereinabove and the documents attached along with this Notice and Explanatory Statement, the requirement of Section 232(2) of the Companies Act, 2013 have been complied with Transferee Company, being a listed company, will host the Notice together with Explanatory Statement and requisite documents on its website and send the same also to SEBI and Stock Exchange(s) for hosting on their websites. Notices of this meeting are also going to be advertised in the English daily The Times of India and the Odiya daily The Samaja, as per the directions given in the NCLT Order dated 11 May 2017 following applicable provisions of the Companies Act, 2013 read with allied Rules thereunder. 29. Person(s) to whom this Notice is sent may vote in the meeting either in person or proxy or through postal ballot or through E-voting. 30. Creditors are requested to carefully read the instructions printed on the postal ballot from, before exercising their vote and assent must be accorded by placing a tick (ü) mark in the column I/we assent to the resolution (FOR) or dissent must be accorded by placing a tick (ü) mark in the column I/we dissent to the resolution (AGAINST) recording their assent (FOR) or dissent (AGAINST) therein and return the same in original duly completed and signed in the attached self - addressed prepaid envelope on or before Thursday, 29 June Postal Ballot form deposited in person or sent by post or courier at the expence of the creditors will also be accepted. 18

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56 Sl. No. Particulars VISA BAO LIMITED CIN No-U27101OR2008PLC Registered Office : 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha Phone: ( ) , Fax: ( ) Statement of Unaudited Results for the Nine Month Period Ended 31 December 2016 (In Indian Rupees) Quarter Ended Nine Months Ended Previous Year Ended 31 December 30 September 31 December 31 December 31 December 31 March Unaudited Unaudited Unaudited Unaudited Unaudited Audited 1 Income From Operations (a) Net Sales/Income from Operations (Net of excise duty) (b) Other Operating Income 36,600,000 36,600,000 36,600, ,800, ,800, ,400,000 Total income from operations (net) 36,600,000 36,600,000 36,600, ,800, ,800, ,400,000 2 Expenses (a) Cost of materials consumed (b) Purchases of stock-in-trade (c) Changes in inventories of finished goods, work-in-progress and stock-in-trade (d) Employee benefits expense 302, ,792 47, , , ,336 (e) Depreciation and amortisation expense 14,957,349 14,836,992 14,843,730 44,473,416 44,377,374 59,056,050 (f) Other expenses 872,965 1,214, ,947 3,060, ,837 4,456,946 Total expenses 16,132,404 16,366,910 15,269,253 48,432,453 45,475,366 63,829,332 Profit / (Loss) from Operations before other income, finance 3 costs and exceptional items (1-2) 20,467,596 20,233,091 21,330,747 61,367,547 64,324,634 82,570,668 4 Other Income 5,902,002 6,247,657 3,808,665 17,630,113 7,807,166 13,679,245 Profit / (Loss) from ordinary activities before finance costs and 5 26,369,598 26,480,748 25,139,412 78,997,660 72,131,799 96,249,913 exceptional items (3+4) 6 Finance costs 78,715,577 75,951,972 68,518, ,236, ,684, ,660,207 Profit / (Loss) from ordinary activities after finance costs but 7 (52,345,980) (49,471,225) (43,379,380) (148,238,983) (128,552,965) (175,410,294) before exceptional items (5-6) 8 Exceptional Items Profit / (Loss) from ordinary activities before tax (7+8) (52,345,980) (49,471,225) (43,379,380) (148,238,983) (128,552,965) (175,410,294) 10 Tax expense Net Profit / (Loss) from ordinary activities after tax (9-10) (52,345,980) (49,471,225) (43,379,380) (148,238,983) (128,552,965) (175,410,294) 12 Extraordinary Item Net Profit / (Loss) for the period (11-12) (52,345,980) (49,471,225) (43,379,380) (148,238,983) (128,552,965) (175,410,294) 14 Paid-up equity share capital (face value of Rs.10/- each) 910,000, ,000, ,000, ,000, ,000, ,000, Reserve excluding Revaluation Reserves as per balance sheet of (220,804,933) 16.i Earnings Per Share (before extraordinary items) (of Rs.10/-each) (not annualised) (a) Basic (0.58) (0.54) (0.48) (1.63) (1.41) (1.93) (b) Diluted (0.58) (0.54) (0.48) (1.63) (1.41) (1.93) 16.ii Earnings Per Share (after extraordinary items) (of Rs.10/-each) (not annualised) (a) Basic (0.58) (0.54) (0.48) (1.63) (1.41) (1.93) (b) Diluted (0.58) (0.54) (0.48) (1.63) (1.41) (1.93) 56

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73 VISA STEEL LIMITED CIN : L51109OR1996PLC Regd. Office : 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha, India Tel : , Fax : ; investors@visasteel.com ; Website : ATTENDANCE SLIP HON'BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH ('NCLT') CONVENED MEETING OF THE UNSECURED CREDITORS OF VISA STEEL LIMITED (TRANSFEREE COMPANY) I/We hereby record my/our presence at the NCLT Convened Meeting of VISA Steel Limited being held at VISA House, 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha, on Friday, 30th day of June, 2017 at 1.00 p.m. for the purpose of considering, and if thought fit, with or without modification(s), approve and pass resolution in connection therewith, as per the notice dated 19th May, 2017, for approval of the proposed Scheme of Amalgamation of VISA BAO Limited (Transferor Company) with VISA Steel Limited (Transferee Company) and their respective shareholders : Serial No. : Name of the Unsecured Creditor : /Proxy/Authorised Representative* Value of debt outstanding as : on 30th April 2017 (in INR) * Strike off whichever is not applicable.... Signature Notes : 1. Unsecured Creditor attending the Meeting in person or through Proxy are requested to complete the Attendance Slip and hand it over at the entrance of the meeting hall. 2. The Company will accept only Attendance Slip of a person personally attending the meeting as a Unsecured Creditor or valid proxy duly registered in time with the Company. The Company will not accept Attendance Slip from any other person even if signed by the Unsecured Creditor 3. Unsecured Creditor attending the meeting, if an individual, shall carry an Identity proof and if a Company than the authorized representative shall carry an original Certified Board Resolution/Authority Letter for authorization to attend the meeting. cut here VISA STEEL LIMITED CIN : L51109OR1996PLC Regd. Office : 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha, India Tel : , Fax : ; investors@visasteel.com ; Website : [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] PROXY FORM HON'BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH ('NCLT') CONVENED MEETING OF THE UNSECURED CREDITORS OF VISA STEEL LIMITED (TRANSFEREE COMPANY) Name of the Unsecured Creditor :... Address :... ID :... Value of debt outstanding as on 30th April 2017 (in INR) :... I/We, being the Unsecured Creditor of the above named Company hereby appoint : (1) Name... Address... id... Signature... or failing him/her (2) Name... Address... id... Signature... or failing him/her, (3) Name... Address... id... Signature... as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the NCLT Convened Meeting of the Unsecured Creditors of the Transferee Company, to be held on Friday, 30th day of June, 2017 at 1.00 p.m at VISA House, 11 Ekamra Kanan, Nayapalli, Bhubaneswar , Odisha and at any adjournment thereof to vote, for me/us in respect of following resolution : ITEM To approve proposed Scheme of Amalgamation of VISA BAO LIMITED (Transferor Company) with VISA STEEL LIMITED (Transferee Company) and their respective shareholders. Optional* For Against Signed this... day of Signature of Unsecured Creditor... Signature of Proxyholder(s)... Affix Revenue Stamp of ` 1/- here Notes : 1. This form of proxy in order to be effective should be duly completed and deposited at the Company's Registered Office or at the office of the advocation record 48 hours before the commencement of the Meeting. 2. *It is optional to put a 'X' in the appropriate column against the resolutions indicated in the box. If you leave the 'For' or 'Against' column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

74 INSTRUCTIONS 1. A Creditor desiring to exercise the vote by Postal Ballot should complete this Postal Ballot Form and send it to the Company in the attached self-addressed envelope (bearing the address of the Company). Postage will be borne and paid by the Company. However, envelopes containing Postal Ballots, if sent by courier or by registered post/speed post at the expense of the Creditor will also be accepted. 2. In case the person is companies, trusts, societies, etc., duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution /Authorisation giving requisite authority to the person voting on the Postal Ballot Form. 4. There will be only one Postal Ballot Form for each Creditor. 5. The right of voting by Postal Ballot shall not be exercised by a Proxy. 6. Incomplete, unsigned or incorrect Postal Ballot Forms will be rejected. 7. Duly completed Postal Ballot Form should reach on or before Thursday, 29 June 2017 by 5.00 p.m. Postal Ballot Form received after this date will be treated as if the reply from the Member(s) has not been received. 8. A Creditor may request for a duplicate Postal Ballot Form, if so required or can download the Postal Ballot Form from the Company's Website at the link and the same duly completed should reach the Scrutinizer not later than the last date for voting specified at Sr. No.7 above. In case of receipt of more than one Postal Ballot Form from Creditor, the last received Form would be considered and the earlier received Form(s) would be considered invalid. 9. The voting rights shall be reckoned on the in the name of the Creditor(s) as on 30 April Any recipient of the Notice who has no voting rights is requested to treat this Notice for information purposes only. 10. Creditor(s) are requested not to send any other paper along with the Postal Ballot Form in the enclosed self-addressed business reply envelope as such envelope will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer. 11. The Chairperson's decision on the validity of a Postal Ballot Form will be final. 12. The Results of the Postal Ballot will be declared within 7 days of the meeting i.e. 7 July 2017.