INDRAPRASTHA GAS LIMITED

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: