INDRAPRASTHA GAS LIMITED

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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.
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