Ballarpur Industries Limited (CIN: L21010MH1945PLC010337) Regd. Office: P.O. Ballarpur Paper Mills - 442 901, Distt. , Email:[email protected], Website: www.bilt.com Phone: +91 07172 240200, Fax: +91 07172 240548 NOTICE

NOTICE is hereby given that the Seventy First Annual General Meeting “RESOLVED THAT pursuant to Section 148 and other applicable of the Members of Ballarpur Industries Limited will be held at 12.00 provisions, if any, of the Companies Act, 2013 and Companies noon on Thursday , the 29th September, 2016, at P.O. Ballarpur Paper (Audit and Auditors) Rules 2014, a remuneration of Rs. 45,000 Mills - 442 901, Distt. Chandrapur, Maharashtra, to transact the plus applicable taxes and reimbursement for out-of pocket following business: expenses for the financial year ending 31st March, 2017, to be paid to Messrs Bahadur Murao and Company, Cost Accountants, ORDINARY BUSINESS as approved by the Board of Directors of the Company, be and is 1. To consider and adopt: hereby ratified and confirmed.” (a) the audited Standalone Financial Statements of the By order of the Board Company for the financial year ended 31st March, 2016 together with the Reports of the Board of Directors and Auditors thereon and Akhil Mahajan Date : 30th May, 2016 Chief General Manager & (b) the audited Consolidated Financial Statements of the Place : New Delhi Company Secretary Company for the financial year ended 31st March, 2016 NOTES: together with the Report of the Auditors thereon. 1. A member entitled to attend and vote at the meeting is entitled 2. To appoint a Director in place of Mr. B. Hariharan (DIN to appoint one or more proxies to attend and vote instead of 00012432), who retires by rotation and being eligible, offers himself /herself on a poll. A proxy need not be a member of the himself for re-appointment. Company. Proxies, in order to be effective must be received 3. To appoint M/s K. K. Mankeshwar & Co., Chartered Accountants at the Registered Office of the Company not less than 48 (FRN 106009W), as Statutory Auditors of the Company, to hold hours before the commencement of meeting. A person can office from the conclusion of this Annual General Meeting act as a proxy on behalf of members not more than 50 and upto the conclusion of the next Annual General Meeting and to such number of members holding in the aggregate not more authorise the Board of Directors to fix their remuneration. than 10% of the total share capital of the Company carrying SPECIAL BUSINESS voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of 4. To consider and if thought fit, to pass with or without the Company carrying voting rights, then such proxy shall not modification(s), the following Resolution as an Ordinary act as a proxy for any other person or shareholder. Resolution: Proxies submitted on behalf of limited companies, societies, “RESOLVED THAT pursuant to the provisions of Section 143(8) partnership firms, trusts etc. must be supported by appropriate and other applicable provisions, if any, of the Companies Act, duly certified copy of resolution/authority as applicable, 2013, the Board of Directors of the Company be and is hereby issued by the member authorising representative(s) to attend authorized to appoint Branch Auditors for auditing the Accounts and vote at the Annual General Meeting. pertaining to the various Units and / or Branch Offices of the Company, whether existing and / or to be opened / acquired in 2. Pursuant to Regulation 36 (3) of SEBI (Listing Obligations and future and to fix their remuneration. Disclosure requirements) Regulations, 2015 brief profile of Director proposed to be re-appointed is given in the Report on RESOLVED FURTHER THAT the acts, deeds and things already the Corporate Governance. done by the Board of Directors in this regard be and are hereby confirmed, approved and ratified.” 3. Explanatory Statement as required under Section 102 of the Companies Act, 2013, in respect of Special Business is annexed 5. To consider and if thought fit, to pass with or without hereto. modification(s), the following Resolution as an Ordinary Resolution:

1 4. The Share Transfer Books and Register of Members of the 11. Voting through Electronic means: Company shall remain closed from Friday the 23rd September, I. In compliance with provisions of Section 108 of the 2016 to Thursday, the 29th September, 2016 (both days Companies Act, 2013 and Companies (Management and inclusive). Administration) Rules, 2014, as amended, the Company 5. Members are requested to immediately notify the Company their is pleased to provide members facility to exercise their change of address, mandate, bank particulars etc. To ensure right to vote on resolutions proposed to be considered at prompt action, Members are requested to clearly mention the Annual General Meeting (AGM) by electronic means their Registered Folio Number in every correspondence with and the business may be transacted through e-Voting the Company. In case the shares are held in dematerialised Services. The facility of casting the votes by the members form, the above mentioned intimation is to be forwarded to the using an electronic voting system from a place other than respective Depository Participant(s). venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL). 6. Members are requested to produce enclosed attendance slip duly signed as per the specimen signature recorded with the II. The facility for voting through ballot paper shall be made Company for admission to the meeting hall. Members, who available at the AGM and the members attending the hold shares in dematerialised form, are requested to bring their meeting who have not cast their vote by remote e-voting Client-ID and DP-ID statement(s) for easier identification at the shall be able to exercise their right at the meeting through meeting. ballot paper.

7. Members are once again informed that in terms of Sections III. The members who have cast their vote by remote e-voting 205A and 205C of the Companies Act, 1956, dividends which prior to the AGM may also attend the AGM but shall not be remain unclaimed/ unencashed for a period of 7 years are to entitled to cast their vote again. be transferred by the Company to the Investor Education and IV. The remote e-voting period commences on Monday, the Protection Fund (IEPF) constituted by the Central Government. 26th September, 2016 (9:00 am) and ends on Wednesday, No claim lies against the Company or IEPF, for unclaimed / the 28th September, 2016 (5:00 pm). During this period, unencashed dividend amount, if any, upon transfer. members of the Company holding shares either in Accordingly, all dividends declared upto January, 2009 physical form or in dematerialized form, as on the cut- which remained unclaimed / unencashed, have already been off date of Thursday, the 22nd September, 2016, may cast transferred to the IEPF. their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the The tentative schedule for transfer of remaining unclaimed / vote on a resolution is cast by the member, the member unencashed dividend to the IEPF in respective years is given in shall not be allowed to change it subsequently. the Section “Additional Shareholders’ Information” forming part of the Report on Corporate Governance. V. The process and manner for remote e-voting are as under: In view of the above, the Members are advised to encash or claim the dividend before transfer to the Investor Education A. In case a Member receives an email from NSDL [for and Protection Fund. The details of unclaimed dividend is also members whose email IDs are registered with the available on the website of the Company (www.bilt.com). Company/Depository Participant(s)] :

8. Pursuant to Section 72 of the Companies Act, 2013, Members are (i) Open email and open PDF file viz; “remote entitled to make nomination in respect of shares held by them e-voting.pdf” with your Client ID or Folio in physical form. Members desirous of making nominations are No. as password. The said PDF file contains requested to send their requests in Form SH 13 (which will be your user ID and password/PIN for remote made available on request) to the Company. e-voting. Please note that the password is an initial password. 9. Consequent to the Scheme of Arrangement and Reorganization, (ii) Launch internet browser by typing the the Company had despatched new Share Certificates (post split following URL: https://www.evoting.nsdl.com and buyback) and Buyback consideration in the year 2008. Members are requested to notify the Company of non receipt of (iii) Click on Shareholder - Login the above to claim the same. (iv) Put user ID and password as initial password/ 10. The route map of the venue for the Annual General Meeting PIN noted in step (i) above. Click Login. from Balharshah Railway Station and Nagpur is available on (v) Password change menu appears. Change the website of the Company (www.bilt.com) under the Investor the password/PIN with new password of your Relations Section and overleaf. choice with minimum 8 digits/characters or

2 combination thereof. Note new password. IX. The voting rights of members shall be in proportion to It is strongly recommended not to share their shares of the paid up equity share capital of the your password with any other person and Company as on the cut-off date of Thursday, the 22nd take utmost care to keep your password September, 2016. confidential. X. Any person, who acquires shares of the Company and (vi) Home page of remote e-voting opens. Click become member of the Company after dispatch of on remote e-voting: Active Voting Cycles. the notice and holding shares as of the cut-off date nd (vii) Select “EVEN” of the Company. i.e.Thursday, the 22 September, 2016, may obtain the login ID and password by sending a request at (viii) Now you are ready for remote e-voting as [email protected] Cast Vote page opens. If you forget your password, you can reset your password (ix) Cast your vote by selecting appropriate option by using “Forgot User Details/Password” option available and click on “Submit” and also “Confirm” on www.evoting.nsdl.com or contact NSDL at the following when prompted. toll free no.: 1800-222-990. (x) Upon confirmation, the message “Vote cast successfully” will be displayed. XI. A person, whose name is recorded in the register of members or in the register of beneficial owners (xi) Once you have voted on the resolution, you maintained by the depositories as on the cut-off date only will not be allowed to modify your vote. shall be entitled to avail the facility of remote e-voting as (xii) Institutional shareholders (i.e. other than well as voting at the AGM through ballot paper. individuals, HUF, NRI etc.) are required to XII. Mr. Prashant Kumar Balodia, Practising Company send scanned copy (PDF/JPG Format) of Secretary (Membership No. F6047 and CP No. 6153), the relevant Board Resolution/ Authority Partner, M/s PDS & Co., Practising Company Secretaries, letter etc. together with attested specimen has been appointed as the Scrutinizer for providing facility signature of the duly authorized signatory(ies) to the members of the Company to scrutinize the voting who are authorized to vote, to the Scrutinizer and remote e-voting process in a fair and transparent through e-mail to [email protected] with manner. a copy marked to [email protected] XIII. The Chairman shall, at the AGM, at the end of discussion B. In case a Member receives physical copy of the on the resolutions on which voting is to be held, allow Notice of AGM/communication for voting through voting with the assistance of Scrutinizer, by use of “Ballot electronic means [for members whose email IDs are not registered with the Company/Depository Paper” for all those members who are present at the Participants(s) or requesting physical copy]: AGM but have not cast their votes by availing the remote e-voting facility. (i) EVEN (E-Voting Event Number), User Id, Password (Initial), E-voting Period/other XIV. The Scrutinizer shall after the conclusion of voting at details etc. have been provided in the the AGM, will first count the votes cast at the meeting communication for voting through electronic and thereafter unblock the votes cast through remote means. e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not (ii) Please follow all steps from Sr. No. (ii) to later than three days of the conclusion of the AGM, a Sr. No. (xii) of A. above, to cast your vote. consolidated scrutinizer’s report of the total votes cast VI. In case of any queries, you may refer the Frequently Asked in favour or against, if any, to the Chairman or a person Questions (FAQs) for Members and remote e-voting user authorized by him in writing, who shall countersign the manual for Members available at the downloads section same and declare the result of the voting forthwith. of www.evoting.nsdl.com or call on toll free no.: 1800- XV. The Results declared alongwith the report of the 222-990. Scrutinizer shall be placed on the website of the Company VII. If you are already registered with NSDL for remote www.bilt.com and on the website of NSDL immediately e-voting, then you can use your existing user ID and after the declaration of result by the Chairman or a password/PIN for casting your vote. person authorized by him in writing. The results shall VIII. You can also update your mobile number and e-mail id in also be immediately forwarded to the BSE Limited and the user profile details of the folio which may be used for National Stock Exchange of India Limited. sending future communication(s).

3 EXPLANATORY STATEMENT UNDER SECTION 102 OF THE Item No. 5 COMPANIES ACT, 2013 The Board, on recommendation of the Audit Committee has approved Item No.4 the appointment and remuneration of the Cost Auditors, M/s Bahadur Murao & Co., Cost Accountants, as the Cost Auditor for auditing the As per Section 143(8) of the Companies Act, 2013, the accounts cost records being maintained the Company for the financial year 2016 relating to Branch Offices of the Company can be audited by a person - 2017, relating to Paper being manufactured at Unit Shree Gopal. other than Statutory Auditors of the Company with the approval of the Members. In accordance with provisions of Section 148 of Companies Act, 2013 and Companies (Audit and Auditors) Rules 2014, the remuneration The Resolution under item no. 4 of this Notice is being proposed, in of Rs. 45,000/- (plus applicable taxes and reimbursement of out of terms of the above mentioned Section, for seeking approval of the pocket expenses) payable to the Cost Auditors is to be approved by Members for appointment / re-appointment of Branch Auditors by the the shareholders of the Company. Board of Directors (“the Board”), for Auditing the Accounts pertaining to the various Units and/ or Branch Offices of the Company, whether The Board accordingly recommends the Ordinary Resolution as existing and / or to be opened/ acquired in future and for fixing their mentioned at item no. 5 of this Notice for your approval. remuneration. Pursuant to applicable provisions of the Companies Act, 2013, none of The Board accordingly recommends the Ordinary Resolution as the Directors & Key Managerial Personnel of the Company and their mentioned at item no.4 of this Notice for your approval. relatives are concerned or interested, financially or otherwise, in the resolution, except to the extent of their shareholding, if any, in the Pursuant to applicable provisions of the Companies Act, 2013, none of Company. the Directors & Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the By order of the Board resolution, except to the extent of their shareholding, if any, in the Company. Akhil Mahajan Date : 30th May, 2016 Chief General Manager & Place : New Delhi Company Secretary

ROUTE MAP FOR VENUE OF ANNUAL GENERAL MEETING OF BALLARPUR INDUSTRIES LIMITED

Nagpur Airport

Factory BGPPL Gate Hospital Chandrapur Bhadrawati Jamb AGM 28 KM 17 KM 43 KM 45 KM Buttibori City 18 KM Meeting Nagpur City Bypass Hall Guest Wardha Road House 8 KM Road Flyover To Balharshah City Ram Nagar Square BGPPL Chandrapur 5 KM Kalamandir Engg. College Gate Bangali Camp Square

NAGPUR AIRPORT TO MEETING HALL

Balharshah Railway Station Factory BGPPL Gate Hospital AGM BGPPL Balharshah Meeting Raw Material Municipal Hall Guest Gate Council House 8 KM To Allapalli To Chandrapur Bus Stand BGPPL BGPPL 3 Aces Gate Kalamandir Gate

BALHARSHAH RAILWAY STATION TO MEETING HALL

4 Ballarpur Industries Limited Regd. Office: P.O. Ballarpur Paper Mills - 442901, Distt. Chandrapur, Maharashtra Attendance Slip

I hereby record my presence at the Seventy First Annual General Meeting of the Company at its Registered Office at P.O. Ballarpur Paper Mills - 442901, Distt. Chandrapur, Maharashtra at 12.00 Noon on Thursday, 29th September, 2016.

Member's Folio No./ DP & Client ID No......

Name of the attending Member (in block letters) ......

Name of Proxy (In block letters, to be filled in if the proxy attends instead of the member) ......

No. of Equity Shares held ......

Signature of the attending Member/Proxy ......

Notes : 1. If you intend to appoint a proxy, please complete the Proxy Form below and deposit it at the Company's Registered Office, at least 48 hours before the commencement of the meeting. 2. Member/Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and hand it over at the entrance duly filled up and signed.

Ballarpur Industries Limited Regd. Office: P.O. Ballarpur Paper Mills - 442901, Distt. Chandrapur, Maharashtra Proxy Form Name of the member(s): ......

Registered address: ......

E-mail Id: ......

Folio No/ Client Id: ......

DP ID: ......

I/ we, being the member(s) holding ...... shares of the above named company, hereby appoint:

1. Name: 2. Name: 3. Name

Address: Address: Address:

E-mail Id: E-mail Id: E-mail Id:

Signature : ………...... …., or failing him/her Signature : ………...... …., or failing him/her Signature : ...... as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 71st Annual General Meeting of the Company, to be held on Thursday, 29th September, 2016, at 12:00 noon at P.O. Ballarpur Paper Mills - 442 901, Distt. Chandrapur, Maharashtra and at any adjournment thereof in respect of such resolutions as are indicated overleaf: Sr. No. Resolutions Ordinary Business 1 Consider and adopt : a) Audited Standalone Financial Statements, Reports of the Board of Directors and Auditors b) Audited Consolidated Financial Statements and Report of the Auditors 2 Reappointment of Mr. B. Hariharan, Director retiring by rotation 3 Appointment of Statutory Auditors Special Business 4 Appointment of Branch Auditors 5 Ratification of remuneration to Cost Auditor

Signed this ...... day of ...... 2016 Please Affix Revenue ...... Stamp Signature of shareholder

...... Signature of 1st Proxy holder Signature of 2nd Proxy holder Signature of 3rd Proxy holder

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.