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Annual Report 2013-14 1 Thereof for the Time Being in Force) Read with Schedule IV 9

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Annual Report 2013-14 1 Thereof for the Time Being in Force) Read with Schedule IV 9 INDIA POWER CORPORATION LIMITED CIN: L40105WB1919PLC003263 [formerly DPSC Limited] Registered Office: Plot No. X 1, 2&3, Block-EP, Sector –V, Salt Lake City, Kolkata – 700 091 Tel.: + 91 33 6609 4308/09/10, Fax: + 91 33 2357 2452 E: [email protected] | W: www.indiapower.com Notice of 94th Annual General Meeting NOTICE is hereby given that the Ninety Fourth Annual the conclusion of the Ninety Ninth AGM of the Company General Meeting of the Members of India Power Corporation to be held in the year 2019 (subject to ratification of Limited (Formerly known as DPSC Limited) will be held at appointment at every AGM), on such remuneration as may its Registered Office, Plot X 1, 2 & 3, Block EP, Sector – V, be mutually agreed upon between the Board of Directors Salt Lake City, Kolkata –700 091 on Saturday, the 13th Day of the Company and the Auditors plus reimbursement of of September, 2014 at 11.00 a.m. to transact the following service tax, travelling and out-of-pocket expenses.” business: - Special Business Ordinary Business 5. To consider and, if thought fit, to pass with or without 1. To receive, consider and adopt the Audited Statement of modification(s), the following Resolution as an Ordinary Profit and Loss for the financial year ended 31st March, Resolution: 2014, the Balance Sheet as on that date and the Reports of “RESOLVED THAT pursuant to the provisions of Sections the Board of Directors and the Auditors thereon. 149, 150, 152 and other applicable provisions, if any, of 2. To declare dividend on the Equity shares of the Company the Companies Act, 2013 and the Rules framed thereunder for the year ended 31st March, 2014. (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV 3. To appoint a Director in place of Shri Hemant Kanoria to the Companies Act, 2013 and the applicable provisions (holding DIN 00193015) who retires by rotation and being of Listing Agreement with the Stock Exchange(s), Shri eligible, offers himself for re-appointment. Amit Kiran Deb (holding DIN 02107792), Director of the 4. To consider and, if thought fit, to pass with or without Company whose period of office is liable to determination modification(s), the following resolution as an Ordinary by retirement of Directors by rotation, be and is hereby Resolution: appointed as an Independent Director of the Company to “RESOLVED THAT pursuant to the provisions of Section 139 hold office for a term of five consecutive years ending on and other applicable provisions, if any, of the Companies 31st March, 2019.” Act, 2013 and the Rules framed thereunder (including 6. To consider and, if thought fit, to pass with or without any statutory modification(s) or re-enactment thereof for modification(s), the following Resolution as an Ordinary the time being in force), M/s. Lodha & Co., Chartered Resolution: Accountants, having Registration no. 301051E allotted by “RESOLVED THAT pursuant to the provisions of Sections the Institute of Chartered Accountants of India, the retiring 149, 150, 152 and other applicable provisions, if any, of auditors of the Company, be and is hereby re-appointed as the Companies Act, 2013 and the Rules framed thereunder the Statutory Auditors of the Company to hold office from (including any statutory modification(s) or re-enactment the conclusion of this Annual General Meeting (AGM) till Annual Report 2013-14 1 thereof for the time being in force) read with Schedule IV 9. To consider and, if thought fit, to pass with or without to the Companies Act, 2013 and the applicable provisions modification(s), the following Resolution as an Ordinary of Listing Agreement with the Stock Exchange(s), Shri Debi Resolution: Prasad Patra (holding DIN 00067269), Director of the “RESOLVED THAT pursuant to the provisions of Sections Company whose period of office is liable to determination 149, 150, 152 and other applicable provisions, if any, of by retirement of Directors by rotation, be and is hereby the Companies Act, 2013 and the Rules framed thereunder appointed as an Independent Director of the Company to (including any statutory modification(s) or re-enactment hold office for a term of five consecutive years ending on thereof for the time being in force) read with Schedule IV to 31st March, 2019.” the Companies Act, 2013 and the applicable provisions of 7. To consider and, if thought fit, to pass with or without Listing Agreement with the Stock Exchange(s), Shri Tantra modification(s), the following Resolution as an Ordinary Narayan Thakur (holding DIN 00024322), Director of the Resolution: Company whose period of office is liable to determination by retirement of Directors by rotation, be and is hereby “RESOLVED THAT pursuant to the provisions of Sections appointed as an Independent Director of the Company to 149, 150, 152 and other applicable provisions, if any, of hold office for a term of five consecutive years ending on the Companies Act, 2013 and the Rules framed thereunder 31st March, 2019.” (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV 10. To consider and, if thought fit, to pass with or without to the Companies Act, 2013 and the applicable provisions modification(s), the following Resolution as an Ordinary of Listing Agreement with the Stock Exchange(s), Shri Jyoti Resolution: Kumar Poddar (holding DIN 00690650), Director of the “RESOLVED THAT pursuant to the provisions of Sections Company whose period of office is liable to determination 149, 150, 152 and other applicable provisions, if any, of by retirement of Directors by rotation, be and is hereby the Companies Act, 2013 and the Rules framed thereunder appointed as an Independent Director of the Company to (including any statutory modification(s) or re-enactment hold office for a term of five consecutive years ending on thereof for the time being in force) read with Schedule IV 31st March, 2019.” to the Companies Act, 2013 and the applicable provisions of Listing Agreement with the Stock Exchange(s), Shri Nand 8. To consider and, if thought fit, to pass with or without Gopal Khaitan (holding DIN 00020588), Director of the modification(s), the following Resolution as an Ordinary Company whose period of office is liable to determination Resolution: by retirement of Directors by rotation, be and is hereby “RESOLVED THAT pursuant to the provisions of Sections appointed as an Independent Director of the Company to 149, 150, 152 and other applicable provisions, if any, of hold office for a term of five consecutive years ending on the Companies Act, 2013 and the Rules framed thereunder 31st March, 2019.” (including any statutory modification(s) or re-enactment 11. To consider and, if thought fit, to pass with or without thereof for the time being in force) read with Schedule IV modification(s), the following Resolution as a Ordinary to the Companies Act, 2013 and the applicable provisions Resolution: of Listing Agreement with the Stock Exchange(s), Shri Sunirmal Talukdar (holding DIN 00920608), Director of the “RESOLVED THAT pursuant to the provisions of Section Company whose period of office is liable to determination 197 and other applicable provisions, if any, of the by retirement of Directors by rotation, be and is hereby Companies Act, 2013 and the Rules framed thereunder appointed as an Independent Director of the Company to (including any statutory modification(s) or re-enactment hold office for a term of five consecutive years ending on thereof for the time being in force) and provisions of 31st March, 2019.” amended Listing Agreement with Stock Exchange(s), and 2 India Power Corporation Limited subject to any approvals, permissions or sanctions, as may monies already borrowed shall not exceed a sum of Rs. be required, approval of the Company, be and is hereby 3,000 Crore (Rupees Three Thousand Crore Only). accorded for payment of commission not exceeding 1 RESOLVED FURTHER THAT for the purpose of giving effect (one) percent per annum of the net profits of the Company to this resolution, the Board be and is hereby authorised to calculated in accordance with the provisions of Section 198 finalise, settle and execute such documents/deeds/writings/ of the Companies Act, 2013, to be distributed amongst papers/agreements as may be required and do all such the directors other than the managing director or whole- acts, deeds, matters and things, as it may, in its absolute time director(s) in such proportion / manner as may be discretion deem necessary, proper or requisite.” determined by the Board of Directors from time to time provided that the total of such commission shall not exceed 13. To consider and, if thought fit, to pass with or without 1% of the net profits of the Company in any financial year. modification(s), the following Resolution as a Special Resolution: RESOLVED FURTHER THAT the above remuneration shall be in addition to fee payable to the director(s) for “RESOLVED THAT in supersession of the Resolution passed attending the meetings of the Board or Committee thereof by the Members of the Company at the Annual General or for any other purpose whatsoever as may be decided by Meeting of the Company held on 26th September, 2007 the Board of Directors and reimbursement of expenses for and pursuant to Section 180(1)(a) and any other applicable participation in the Board and other meetings. provisions of the Companies Act, 2013 (corresponding to Section 293(1)(a) of the Companies Act 1956) and 12. To consider and, if thought fit, to pass with
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