INDRAPRASTHA GAS LIMITED

INDRAPRASTHA GAS LIMITEDRegd. office: IGL Bhawan, Plot No. 4, Community Centre,Sector – 9, R.K. Puram, New Delhi-110022NOTICENotice is hereby given that the 13 th Annual General Meeting of the Members of INDRAPRASTHA GAS LIMITEDwill be held at Air Force Auditorium, Subroto Park, New Delhi-110010, on Monday, the 06 th August, 2012, at11.30 a.m. to transact the following business: -1. To consider and adopt the Audited Balance Sheet as at March 31, 2012, Profit & Loss Account for the yearended 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 Shri S. S. Rao, who retires by rotation and being eligible, offers himselffor re-appointment.4. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as aSpecial Resolution:“RESOLVED THAT pursuant to Section 224A and other applicable provisions, if any, of the CompaniesAct, 1956, M/s Deloitte Haskins & Sells, Chartered Accountants (ICAI Registration No. 015125N), be andare hereby appointed as Statutory Auditors of Company, to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of the next Annual General Meeting at a remuneration to be decidedby the Board of Directors.”5. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as anOrdinary Resolution:“RESOLVED THAT Shri S. Venkatraman, who was appointed as an Additional Director by the Board ofDirectors and who holds office upto the date of this Annual General Meeting and in respect of whom, theCompany has received a notice in writing from a member pursuant to the provisions of Section 257 ofthe 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 anOrdinary Resolution:“RESOLVED THAT Shri M. Ravindran, who was appointed as an Additional Director by the Board ofDirectors and who holds office upto the date of this Annual General Meeting and in respect of whom, theCompany has received a notice in writing from a member pursuant to the provisions of Section 257 ofthe Companies Act, 1956, be and is hereby, appointed as a Director of the Company.”

7. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as aSpecial Resolution:“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310 & 311 read with Schedule XIIIand all other applicable provisions, if any, of the Companies Act, 1956 and Article 121 (A) (iii) of theArticles of Association of the Company, approval be and is hereby accorded, to the appointment ofShri M. Ravindran, as Managing Director of the Company on whole-time basis with effect from 27 th October,2011 for a period of two years on the terms and conditions of appointment including remunerationforwarded by GAIL (India) Limited, with the liberty to the Board of Directors to alter and vary the termsand conditions, as the Board of Directors may consider necessary and as may be agreed to byShri M. Ravindran / GAIL.FURTHER RESOLVED THAT the Company shall provide all such facilities to Shri M. Ravindran as may benecessary for his smooth functioning as Managing Director, and reimburse such expenses as are incurredby him in carrying out the responsibilities of Managing Director.FURTHER RESOLVED THAT Shri M. Ravindran shall not be liable to retire by rotation nor shall be reckonedfor determining the number of Directors liable to retire by rotation, till the time he holds the office asManaging Director of the Company.”8. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as anOrdinary Resolution:“RESOLVED THAT Shri R. Chandra Mohan, who was appointed as an Additional Director by the Board ofDirectors and who holds office upto the date of this Annual General Meeting and in respect of whom, theCompany has received a notice in writing from a member pursuant to the provisions of Section 257 ofthe Companies Act, 1956, be and is hereby, appointed as a Director of the Company.”9. To consider and if thought fit, to pass with or without modification, the following resolution as a SpecialResolution:“RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310 & 311 read with Schedule XIIIand all other applicable provisions, if any, of the Companies Act, 1956 and Article 121 A (iii) of the Articlesof Associations of the Company, approval be and is hereby accorded to the re-appointment ofShri Manmohan Singh, as Director (Commercial) of the Company from 1 st December, 2011 to 30 th November2012 on the terms and conditions of appointment including remuneration forwarded by Bharat PetroleumCorporation Limited, 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 Manmohan Singh /BPCL.FURTHER RESOLVED THAT the Company shall provide all such facilities to Shri Manmohan Singh as maybe necessary for his smooth functioning as Director (Commercial), and reimburse such expenses as areincurred by Shri Manmohan Singh in carrying out the responsibilities of Director (Commercial).

FURTHER RESOLVED THAT Shri Manmohan Singh shall not be liable to retire by rotation nor shall bereckoned for determining the number of Directors liable to retire by rotation, till the time he holds theoffice as Director (Commercial) of the Company.By Order of the BoardPlace : New DelhiDate : June 21, 2012sd/-(S. K. Jain)Company SecretaryNotes: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 TOATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.3. The instrument appointing a proxy, to be effective, must be duly filled, stamped and must reach theCompany’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 July 26,2012 to August 06, 2012 (both days inclusive) for the purpose of ascertaining the eligibility for paymentof dividend.5. The dividend payable on equity shares, if approved by the members, will be paid to those memberswhose names appear on the Company’s Register of Members and as per beneficial owners positionreceived from NSDL & CDSL as at the close of July 25, 2012.6. Members holding shares in physical form are requested to notify change in their address, if any, quotingfolio number to Share Transfer Agents M/s Karvy Computershare Private Limited, 17-24, Vittal Rao Nagar,Madhapur, Hyderabad, Andhra Pradesh – 500 081.7. Members are required to advise about any change of Address/ Bank Account Number:a) To the Company’s Registrar in respect of their physical share folios; andb) To their Depository Participants (DPs) in respect of their Electronic Demat Accounts as the Companyis obliged to print the Bank details on the dividend warrant as furnished by NSDL/ CDSL.8. The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowingpaperless compliances by the Companies and has issued circulars stating that service of notice/ documentsincluding Annual Reports can be sent by e-mail to its members. To support this green initiative of theGovernment in full measure, members who have not registered their e-mail addresses, so far, are requestedto register their e-mail addresses, in respect of electronic holdings with the Depository through theirconcerned Depository Participants. Members who hold shares in physical form are requested to get theire-mail addresses registered with Karvy Computershare Private Limited, RTA of the Company.

9. Members are requested to send their queries, if any, atleast 10 days in advance of meeting so that theinformation can be made available at the meeting.10. Members are requested to bring their copy of the Annual Report to the Meeting and no copy would beprovided at AGM venue.11. Documents referred in the accompanying Notice are open for inspection at the registered office of theCompany on all working days except Saturdays and holidays between 1030 hours to 1230 hours upto thedate of Annual General Meeting.Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956Item No. 5Shri S. Venkatraman was nominated by GAIL as a Director on the Board in place of Shri B. C. Tripathi. TheBoard of Directors appointed Shri S. Venkatraman, as an Additional Director w.e.f. October 21, 2011.As per the provisions of Section 260 of the Companies Act, 1956, he shall hold office upto the date of AnnualGeneral Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from amember proposing his candidature for the Directorship of the Company.The Board of Directors recommend the resolution set out in item no. 5 for your approval.None of the Directors of the Company, except Shri S. Venkatraman himself is considered to be interested inthe resolution.Item Nos. 6 & 7The Board of Directors appointed Shri M. Ravindran, as Additional Director w.e.f. October 27, 2011. As per theprovisions of Section 260 of the Companies Act, 1956, he shall hold office upto the date of Annual GeneralMeeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from a memberproposing his candidature for the Directorship of the Company.In terms of Article 121 A (iii) of the Articles of Association of the Company, Shri M. Ravindran was nominated byGAIL as Managing Director w.e.f. October 27, 2011 for a period of two years on the terms & conditions ofappointment including remuneration forwarded by GAIL vide its letter no. 22/02/53/394/2011 dated November17, 2011. Accordingly, Board of Directors appointed Shri M. Ravindran as Managing Director.Major terms & conditions of his appointment as Managing Director are as under:I. Shri M. Ravindran shall have the power of general conduct and management of the business andaffairs of the Company.II.Salary:Shri M. Ravindran shall draw his salary and benefits as per his service conditions from GAIL and inrespect of which all expenses including contributions towards Provident Fund, Pension and Gratuityshall be reimbursed to GAIL by the Company as stated more particularly herein under:

Pay Scale : Rs. 62,000 – 80,000/-PARTICULARSRs. / MONTHBasic Pay 76,890Variable DA (@ 52% w.e.f. 01.10.2011) 39,983Perquisites & Allowances 37,676Secondment Allowance 7,845Variable DA : VDA is subject to change every quarter.Housing : Shri M. Ravindran is entitled for leased accommodation for Rs.36,000/- p.m. with deductionof Rs.2855/- p.m. towards House rent recovery.Company Car & Telephone : Car and Telephone to be provided by the Company or reimbursementto be made as per his entitlement.Other Benefits : Shri M. Ravindran is also entitled to reimbursement of cost of spectacles and medicalreimbursement for self and dependant family members, briefcase, newspaper reimbursement, leaveencashment, uniform allowance etc. as per GAIL Rules, which will be borne by the Company. Inaddition he is entitled for incentive under Performance Related Pay (PRP) as per GAIL rules.Pension and other superannuation benefits : Shri M. Ravindran remains on the rolls of GAIL andtherefore shall be governed by the Rules and Regulations of GAIL in respect of superannuationbenefit fund.The Board of Directors recommends the resolutions set out in item nos. 6 & 7 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 M. Ravindran himself is considered to be interested in theresolution.Item No. 8Shri R. Chandra Mohan was nominated by Government of NCT of Delhi as a Director on the Board in place ofShri R. K. Verma. The Board of Directors appointed Shri R. Chandra Mohan, as an Additional Director w.e.f.October 31, 2011.As per the provisions of Section 260 of the Companies Act, 1956, he shall hold office upto the date of AnnualGeneral Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from amember proposing his candidature for the Directorship of the Company.The Board of Directors recommend the resolution set out in item no. 8 for your approval.None of the Directors of the Company, except Shri R. Chandra Mohan himself is considered to be interested inthe resolution.

Item No. 9The shareholders in the Annual General Meeting held on September 12, 2007, had appointed Shri ManmohanSingh as Director (Commercial) of the Company w.e.f. December 1, 2006 for a period of five years on terms &conditions as approved by the shareholders in their meeting.In pursuance of Article 121 A (iii) of the Articles of Association of the Company, Bharat Petroleum CorporationLtd. has extended the tenure of Shri Manmohan Singh upto November 30, 2012. Accordingly, the Board ofDirectors has re-appointed Shri Manmohan Singh as Director (Commercial) from December 1, 2011 to November30, 2012 on terms & conditions including remuneration forwarded by BPCL vide its letter no. CA.JVC.IGL datedJanuary 10, 2012.Major terms & conditions of his re-appointment as Director (Commercial) are as under:I. Shri Manmohan Singh shall have the power of general conduct and management of the businessand affairs of the Company.II.Salary:Shri Manmohan Singh shall draw his salary and benefits as per his service conditions from BPCLand in respect of which all expenses including contribution towards Provident Fund, Pension andGratuity shall be reimbursed to BPCL by the Company as stated more particularly herein under:PARTICULARSRs. / MONTHBasic Pay 75,190DA @ 52% of Basic Pay + SI 40,238Stagnation Increment (SI) 2,190Remote Access Facility 1,950Deputation Allowance 11,279Perks & allowances (50% of Basic Pay + SI) 38,690Retirement Benefits (30% of Basic Pay + SI + DA) 35,285Accommodation : 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 hisentitlement.Other perquisites and benefits: Shri Manmohan Singh is entitled for Performance Related Pay (PRP)and other perquisites / entitlements / benefits as applicable to him in BPCL.The Board of Directors recommend the resolutions set out in item no.9 for your approval.None of the Directors of the Company, except Shri Manmohan Singh himself is considered to be interested inthe resolution.By Order of the BoardPlace : New DelhiDate : June 21, 2012sd/-(S. K. Jain)Company Secretary

INDRAPRASTHA GAS LIMITEDRegd. Office : IGL Bhawan, 4, Community Centre, Sector-9, R. K. Puram, New Delhi–110022ATTENDANCE FORMMember(s) or his/her/their proxy(ies) are requested to present this form for admission, duly signed in accordance withhis/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 13 th ANNUAL GENERAL MEETING of Indraprastha Gas Limited to be held on Monday,the August 06, 2012, at 11.30 a.m. at Air Force Auditorium, Subroto Park, New Delhi-110010, or any adjournment thereof.Please √ in the box.MemberProxyName of the Proxy in Block Letters Member’s Signature Proxy’s SignatureINDRAPRASTHA GAS LIMITEDRegd. Office : IGL Bhawan, 4, Community Centre, Sector-9, R. K. Puram, New Delhi–110022PROXY FORMI/We………………………………………………………………………………………..of………………………………………………………..…………………….. in the districtof ………………………………………………………………………………………………………………………………………………………………… being a member(s)of INDRAPRASTHA GAS LIMITED hereby appoint .……………………………………… of ………………………………….in the districtof…………………………….………….………….……………….………or failing him ………….…………….…………….……………………………………………….of……………………….………………………………………………………………………………………………………………………………………………………in the districtof ………………….……………………………………………………………………………………………………………………………………………... as my/our proxy toattend and vote for me/us on my/our behalf at the 13 th Annual General Meeting of the Company to be held on August06, 2012 and any adjournment thereof.Signed on ………………………at……….……………………..Signature (s)………………………………….......................RevenueStampName…….…………………………………………………………...............………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 atleast48 hours before the meeting.