AGM Notice - Indraprastha Gas Limited

INDRAPRASTHA GAS LIMITED
Regd. office: IGL Bhawan, Plot No. 4, Community Centre,
Sector – 9, R.K. Puram, New Delhi-110022
NOTICE
Notice is hereby given that the 14 th Annual General Meeting of the Members of INDRAPRASTHA GAS LIMITED
will be held at Air Force Auditorium, Subroto Park, New Delhi-110010, on Monday, September 2, 2013, at 11.30
A.M. to transact the following business: -
1. To consider and adopt the Audited Balance Sheet as at March 31, 2013, Statement of Profit & Loss for the
year ended on that date and the Reports of the Board of Directors and Auditors thereon.
2. To declare a dividend on equity shares.
3. To appoint a Director in place of Prof. V. Ranganathan, who retires by rotation and being eligible, offers
himself for re-appointment.
4. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a
Special Resolution:
“RESOLVED THAT pursuant to Section 224A and other applicable provisions, if any, of the Companies
Act, 1956, M/s Deloitte Haskins & Sells, Chartered Accountants (ICAI Registration No. 015125N), be and
are hereby appointed as Statutory Auditors of Company, to hold office from the conclusion of this Annual
General Meeting till the conclusion of the next Annual General Meeting at a remuneration to be decided
by the Board of Directors.”
5. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT Shri Narendra Kumar, who was appointed as an Additional Director by the Board of
Directors and who holds office upto the date of this Annual General Meeting and in respect of whom, the
Company has received a notice in writing from a member pursuant to the provisions of Section 257 of
the Companies Act, 1956, be and is hereby, appointed as a Director of the Company.”
6. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310 & 311 read with Schedule
XIII and all other applicable provisions, if any, of the Companies Act, 1956 and Article 121 (A) (iii) of
the Articles of Association of the Company, approval be and is hereby accorded, to the appointment of
Shri Narendra Kumar, as Managing Director of the Company on whole-time basis with effect from April
18, 2013 for a period of three years on the terms and conditions of appointment including remuneration
forwarded by GAIL (India) Limited vide its letter nos. GAIL/CO/TRF/04/2013 dated April 16, 2013 and
22/02/53/1555/2013 dated April 17, 2013 respectively, with the liberty to the Board of Directors to alter
and vary the terms and conditions, as the Board of Directors may consider necessary and as may be
agreed to by Shri Narendra Kumar / GAIL.

INDRAPRASTHA GAS LIMITED
FURTHER RESOLVED THAT the Company shall provide all such facilities to Shri Narendra Kumar as may
be necessary for his smooth functioning as Managing Director, and reimburse such expenses as are
incurred by him in carrying out the responsibilities of Managing Director.
FURTHER RESOLVED THAT Shri Narendra Kumar shall not be liable to retire by rotation nor shall be
reckoned for determining the number of Directors liable to retire by rotation, till the time he holds the
office as Managing Director of the Company.”
7. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT Shri Rajesh Chaturvedi, who was appointed as an Additional Director by the Board of
Directors and who holds office upto the date of this Annual General Meeting and in respect of whom, the
Company has received a notice in writing from a member pursuant to the provisions of Section 257 of
the Companies Act, 1956, be and is hereby, appointed as a Director of the Company.”
8. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a
Special Resolution:
“RESOLVED THAT pursuant to provisions of Sections 198, 269, 309, 310 & 311 read with Schedule XIII and
all other applicable provisions, if any, of the Companies Act, 1956 and Article 121 (A) (iii) of the Articles
of Association of the Company, approval be and is hereby accorded, to the appointment of Shri Rajesh
Chaturvedi, as Director (Commercial) of the Company on whole-time basis with effect from December 1,
2012 to August 31, 2014 on the terms and conditions of appointment including remuneration forwarded
by Bharat Petroleum Corporation Limited vide its letter no. HRD.DEPU.IGL dated November 27, 2012, with
the liberty to the Board of Directors to alter and vary the terms and conditions, as the Board of Directors
may consider necessary and as may be agreed to by Shri Rajesh Chaturvedi / BPCL.
FURTHER RESOLVED THAT the Company shall provide all such facilities to Shri Rajesh Chaturvedi as may
be necessary for his smooth functioning as Director (Commercial), and reimburse such expenses as are
incurred by Shri Rajesh Chaturvedi in carrying out the responsibilities of Director (Commercial).
FURTHER RESOLVED THAT Shri Rajesh Chaturvedi shall not be liable to retire by rotation nor shall be
reckoned for determining the number of Directors liable to retire by rotation, till the time he holds the
office as Director (Commercial) of the Company.”
9. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT Shri Rajeev Kumar Mathur, who was appointed as an Additional Director by the Board of
Directors and who holds office upto the date of this Annual General Meeting and in respect of whom, the
Company has received a notice in writing from a member pursuant to the provisions of Section 257 of the
Companies Act, 1956, be and is hereby, appointed as a Director of the Company liable to retire by rotation.”
10. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT Shri Puneet Kumar Goel, who was appointed as an Additional Director by the Board
of Directors and who holds office upto the date of this Annual General Meeting and in respect of whom,
the Company has received a notice in writing from a member pursuant to the provisions of Section 257
of the Companies Act, 1956, be and is hereby, appointed as a Director of the Company liable to retire by
rotation.”
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INDRAPRASTHA GAS LIMITED
11. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT Shri Santosh Kumar Bajpai, who was appointed as an Additional Director by the Board
of Directors and who holds office upto the date of this Annual General Meeting and in respect of whom,
the Company has received a notice in writing from a member pursuant to the provisions of Section 257
of the Companies Act, 1956, be and is hereby, appointed as a Director of the Company liable to retire by
rotation.”
By Order of the Board
Place : New Delhi
Date : July 8, 2013
sd/-
(S. K. Jain)
Company Secretary
Notes:
1. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF
THE COMPANY.
3. The instrument appointing a proxy, to be effective, must be duly filled, stamped and must reach the
Company’s registered office not later than 48 hours before the commencement of the meeting.
4. The Register of Members and Share Transfer Books of the Company will remain closed from August
22, 2013 to September 02, 2013 (both days inclusive) for the purpose of ascertaining the eligibility for
payment of dividend.
5. The dividend payable on equity shares, if approved by the members, will be paid to those members whose
names appear on the Company’s Register of Members and as per beneficial owners position received
from NSDL & CDSL as at the close of August 21, 2013.
6. Members holding shares in physical form are requested to notify change in their address, if any, quoting
folio number to Registrar and Transfer Agents (RTA) M/s Karvy Computershare Private Limited, 17-24,
Vittal Rao Nagar, Madhapur, Hyderabad, Andhra Pradesh – 500 081.
7. Members are requested to notify any change of Address/ Bank Account Number:
a) To the Company’s Registrar in respect of their physical share folios; and
b) To their Depository Participants (DPs) in respect of their Electronic Demat Accounts as the Company
is obliged to print the Bank details on the dividend warrant as furnished by NSDL/ CDSL.
8. Members may correspond with the RTA/Company to claim dividends, which remain unclaimed. In this
regard, Members are requested to note that dividends not encashed or claimed within seven years
from the date of transfer to the Company’s Unpaid Dividend Account, will, as per Section 205A of the
Companies Act, 1956, be transferred to the Investor Education and Protection Fund.
9. Members are requested to send their queries, if any, atleast 10 days in advance of meeting so that the
information can be made available at the meeting.
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INDRAPRASTHA GAS LIMITED
10. Members are requested to bring their copy of the Annual Report to the Meeting and no copy would be
provided at AGM venue.
11. Documents referred in the accompanying Notice are open for inspection at the registered office of the
Company on all working days except Saturdays and holidays between 1030 hours to 1230 hours upto the
date of Annual General Meeting.
Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956
Item Nos. 5 & 6
The Board of Directors appointed Shri Narendra Kumar, as an Additional Director w.e.f. April 18, 2013. As per
the provisions of Section 260 of the Companies Act, 1956, he shall hold office upto the date of Annual General
Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from a member
proposing his candidature for the Directorship of the Company.
In terms of Article 121 A (iii) of the Articles of Association of the Company, Shri Narendra Kumar was nominated
by GAIL (India) Limited (GAIL) as Managing Director w.e.f. April 18, 2013 for a period of three years on the
terms & conditions of appointment including remuneration forwarded by GAIL vide its letter nos. GAIL/CO/
TRF/04/2013 dated April 16, 2013 and 22/02/53/1555/2013 dated April 17, 2013. Accordingly, Board of Directors
appointed Shri Narendra Kumar as Managing Director.
Major terms & conditions of his appointment as Managing Director are as under:
I. Shri Narendra Kumar shall have the power of general conduct and management of the business and
affairs of the Company.
II.
Salary:
Shri Narendra Kumar shall draw his salary and benefits as per his service conditions from GAIL and in
respect of which all expenses including contributions towards Provident Fund, Pension and Gratuity shall
be reimbursed to GAIL by the Company as stated more particularly herein under:
Pay Scale : Rs. 62,000 – 80,000/-
PARTICULARS
Rs./ MONTH
Basic Pay 77,450
Variable DA (@ 74.9% w.e.f. 01.04.2013) 59,650
P P Stagnation 2,190
Perquisites & Allowances 39,023
Secondment Allowance 8,000
Variable DA : VDA is subject to change every quarter.
Housing : Shri Narendra Kumar is entitled for accommodation as per the rules of GAIL.
Company Car & Telephone : Car and Telephone to be provided by the Company or reimbursement to be
made as per his entitlement.
Other Benefits : Shri Narendra Kumar is also entitled to reimbursement of cost of spectacles and medical
reimbursement for self and dependant family members, briefcase, newspaper reimbursement, leave
encashment etc. as per GAIL Rules, which will be borne by the Company. In addition he is entitled for
incentive under Performance Related Pay (PRP) as per GAIL rules.
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INDRAPRASTHA GAS LIMITED
Pension and other superannuation benefits : Shri Narendra Kumar remains on the rolls of GAIL and therefore
shall be governed by the Rules and Regulations of GAIL in respect of superannuation benefit fund.
The Board of Directors recommends the resolutions set out in item nos. 5 & 6 for your approval.
The above terms & conditions may also be treated as an abstract under Section 302 of the Companies Act, 1956.
None of the Directors of the Company, except Shri Narendra Kumar himself is considered to be interested in
the resolution.
Item Nos. 7 & 8
The Board of Directors appointed Shri Rajesh Chaturvedi, as an Additional Director w.e.f. December 01, 2012.
As per the provisions of Section 260 of the Companies Act, 1956, he shall hold office upto the date of Annual
General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from a
member proposing his candidature for the Directorship of the Company.
In terms of Article 121 A (iii) of the Articles of Association of the Company, Shri Rajesh Chaturvedi was nominated
by Bharat Petroleum Corporation Limited (BPCL) as Director (Commercial) w.e.f. December 1, 2012 to August 31,
2014 on the terms & conditions of appointment including remuneration forwarded by BPCL vide its letter no.
HRD.DEPU.IGL dated November 27, 2012. Accordingly, Board of Directors also appointed Shri Rajesh Chaturvedi
as Director (Commercial).
Major terms & conditions of his appointment as Director (Commercial) are as under:
I. Shri Rajesh Chaturvedi shall have the power of general conduct and management of the business and
affairs of the Company.
II.
Salary:
Shri Rajesh Chaturvedi shall draw his salary and benefits as per his service conditions from BPCL and in
respect of which all expenses including contribution towards Provident Fund, Pension and Gratuity shall
be reimbursed to BPCL by the Company as stated more particularly herein under:
PARTICULARS
Rs./ MONTH
Basic Pay 73,000
DA @ 67.3% of Basic Pay + SI 50,603
Stagnation Increment (SI) 2,190
Remote Access Facility 1,800
Deputation Allowance 11,279
Perks & allowances (50% of Basic Pay + SI) 37,595
Retirement Benefits (30% of Basic Pay + SI + DA) 37,738
Accommodation : Entitled to Company maintained accommodation or HRA applicable to the Location.
Company Car : Car facility by the Company or payment under “Own your car scheme” as per his entitlement.
Other perquisites and benefits: Shri Rajesh Chaturvedi is entitled for Performance Related Pay (PRP) and
other perquisites / entitlements / benefits as applicable to him in BPCL.
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INDRAPRASTHA GAS LIMITED
The Board of Directors recommend the resolutions set out in item nos. 7 & 8 for your approval.
The above terms & conditions may also be treated as an abstract under Section 302 of the Companies Act,
1956.
None of the Directors of the Company, except Shri Rajesh Chaturvedi himself is considered to be interested in
the resolution.
Item No. 9
Shri Rajeev Kumar Mathur was nominated by GAIL as a Director on the Board in place of Shri S. Venkatraman.
The Board of Directors appointed Shri Rajeev Kumar Mathur, as an Additional Director w.e.f. January 14, 2013.
As per the provisions of Section 260 of the Companies Act, 1956, he shall hold office upto the date of Annual
General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from a
member proposing his candidature for the Directorship of the Company.
The Board of Directors recommend the resolution set out in item no. 9 for your approval.
None of the Directors of the Company, except Shri Rajeev Kumar Mathur himself is considered to be interested
in the resolution.
Item No. 10
Shri Puneet Kumar Goel was nominated by Government of NCT of Delhi as a Director on the Board in place of
Shri Rajendra Kumar. The Board of Directors appointed Shri Puneet Kumar Goel, as an Additional Director w.e.f.
March 25, 2013.
As per the provisions of Section 260 of the Companies Act, 1956, he shall hold office upto the date of Annual
General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from a
member proposing his candidature for the Directorship of the Company.
The Board of Directors recommend the resolution set out in item no. 10 for your approval.
None of the Directors of the Company, except Shri Puneet Kumar Goel himself is considered to be interested
in the resolution.
Item No. 11
Shri Santosh Kumar Bajpai was appointed as an Additional Director on the Board w.e.f. December 27, 2012.
As per the provisions of Section 260 of the Companies Act, 1956, he shall hold office upto the date of Annual
General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from a
member proposing his candidature for the Directorship of the Company.
The Board of Directors recommend the resolution set out in item no. 11 for your approval.
None of the Directors of the Company, except Shri Santosh Kumar Bajpai himself is considered to be interested
in the resolution.
By order of the Board
Place : New Delhi
Date : July 8, 2013
sd/-
(S. K. Jain)
Company Secretary
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INDRAPRASTHA GAS LIMITED
Regd. Office : IGL Bhawan, 4, Community Centre, Sector-9, R. K. Puram, New Delhi–110022
ATTENDANCE FORM
Member(s) or his/her/their proxy(ies) are requested to present this form for admission, duly signed in accordance
with his/her/their specimen signature(s) registered with the Company.
Name: ________________________ Client ID ________________________ No. of Shares ___________________
Folio No.: _______________________________________ DPID.No.: _______________________________________
I hereby record my presence at the 14th ANNUAL GENERAL MEETING of Indraprastha Gas Limited to be held
on Monday, the September 2, 2013, at 11.30 a.m. at Air Force Auditorium, Subroto Park, New Delhi-110010, or any
adjournment thereof.
Please 3 in the box.
Member
Proxy
Name of the Proxy in Block Letters Member’s Signature Proxy’s Signature
INDRAPRASTHA GAS LIMITED
Regd. Office : IGL Bhawan, 4, Community Centre, Sector-9, R. K. Puram, New Delhi–110022
PROXY FORM
I/We …………………………………………........………….. of …………………..……...……….. in the district of …………………..……...………..
being a member(s) of INDRAPRASTHA GAS LIMITED hereby appoint .…………………...................………………………… of
………………………………. in the district of …………………………….…………… or failing him ……………………………………………. of
…………………….…………………………………………………………..……………in the district of ………………….……………………………………
as my/our proxy to attend and vote for me/us on my/our behalf at the 14th Annual General Meeting of the
Company to be held on September 2, 2013 and any adjournment thereof.
Signed on ………………...........……… at ………………...........………
Name ………………...........………………………...........………
Signature (s) ………………………….......….......………......
Revenue
Stamp
Folio No./Client ID* …........……… D.P.ID* ….......………..
Address …………………….......………...............………..……….
…………………….......………...............………..……….
…………………….......………...............………..……….
* Applicable for Shareholders holding shares in electronic form.
Note: 1. The Proxy need NOT be a member.
2. The Proxy form duly signed across a Revenue Stamp should reach the Company’s Registered Office atleast
48 hours before the meeting.