NOTICE

CONTAINER CORPORATION OF LTD. Regd. Office: C-3, CONCOR Bhawan, Mathura Road, Opp. Apollo Hospital, New Delhi -110076 (CIN : L63011DL1988GOI030915) Email: [email protected], Website: www.concorindia.com Phone: 011-41673093-96, Fax: 011-41673112

Notice is hereby given that the 28th Annual General Meeting of the Shareholders of the Company will be held as under: Day : Tuesday Date : 13th September, 2016 Time : 04.00 p.m. IST Venue : Auditorium, National Rail Museum, Nyaya Marg, Near Bhutan Embassey, Chanakyapuri, New Delhi –110021 to transact, with or without modifications, as may be permissible, the following business : ORDINARY BUSINESS: To consider, and if thought fit, to pass the following resolutions as Ordinary Resolutions: 1) To receive, consider and adopt the Financial Statements (Standalone and Consolidated) of the Company for the year ended 31st March, 2016, including Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss for the year ended on that date and the Reports of Board of Directors and Auditors thereon. 2) To confirm the payment of Interim dividend and to declare final dividend on equity shares for the financial year ended 31st March, 2016. 3) To appoint a Director in place of Shri Anil Kumar Gupta, Chairman and Managing Director (DIN: 00066328), who retires by rotation and being eligible, offers himself for reappointment. 4) To appoint a Director in place of Dr. P. Alli Rani , Director (Finance) (DIN: 02305257), who retires by rotation and being eligible, offers herself for reappointment. 5) To take note of the appointment of M/s. Kumar Vijay Gupta & Co., Chartered Accountants, New Delhi as Statutory Auditors of the Company and fix their remuneration and to pass the following resolution as an Ordinary Resolution: "RESOLVED that the appointment of M/s. Kumar Vijay Gupta & Co., Chartered Accountants, as Statutory Auditors of the Company for the financial year 2015-16 in terms of the order CA.V/COY/CENTRAL GOVERNMENT,CCIL(9)/587, dated 17.07.2015 of Comptroller & Auditor General of India be and is hereby noted. They may be paid such remuneration as may be fixed by the Board of Directors of the company from time to time. Further, the remuneration payable to the branch auditors appointed by C&AG of India may also be fixed by the Board of Directors of the company from time to time.”

SPECIAL BUSINESS: 6) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Kamlesh Shivji Vikamsey (DIN: 00059620), who was appointed as a Part-time Non-official (Independent) Director by the Ministry of Railways vide its order no. 2010/PL/51/1, dated 01.04.2016 and was accordingly appointed as Director of the company by the Board of Directors on 05.04.2016 and in respect of whom the Company has received a notice in writing from the director himself, 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 Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Raj Krishan Malhotra (DIN: 07483272), who was appointed as a Part-time Non-official (Independent) Director by the Ministry of Railways vide its order no. 2010/PL/51/1, dated 01.04.2016 and was accordingly appointed as Director of the company by the Board of Directors on 05.04.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company.”

1 8) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Sanjeev S. Shah (DIN: 00323163), who was appointed as a Part-time Non-official (Independent) Director by the Ministry of Railways vide its order no. 2010/PL/51/1, dated 01.04.2016 and was accordingly appointed as Director of the company by the Board of Directors on 05.04.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company.” 9) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri S. K. Sharma (DIN: 07522844), who was appointed as a Director (Government Nominee) by the Ministry of Railways vide its order no. 2004/PL/51/3, dated 06.05.2016 and was accordingly appointed as Director of the company by the Board of Directors on 22.05.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.” 10) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Sanjay Bajpai (DIN: 07549036), who was appointed as a Director (Government Nominee) by the Ministry of Railways vide its order no. 2004/PL/51/3, dated 10.06.2016 and was accordingly appointed as Director of the company by the Board of Directors on 01.07.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.” 11) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Pradip Kumar Agrawal (DIN: 07557080), who was appointed as a Director (Domestic Division) by the Ministry of Railways vide its order no. 2015/E/(O)II/40/6, dated 30.06.2016 and was accordingly appointed as Director (Domestic Division) of the company by the Board of Directors on 01.07.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.” 12) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Sanjay Swarup (DIN: 05159435), who was appointed as a Director (International Marketing & Operations) by the Ministry of Railways vide its order no. 2015/E/(O)II/40/7, dated 05.07.2016 and was accordingly appointed as Director (International Marketing & Operations) of the company by the Board of Directors on 09.08.2016, which will be effective from the date of his assumption of charge of the post on or after 01.09.2016 and in respect of whom the Company has received a notice in writing from him, be and is hereby appointed as a Director of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.” 13) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Authorised Share Capital of the Company be and is hereby increased from the existing R200,00,00,000 (Rupees two hundred crores) divided into 20,00,00,000 (Twenty crores) Equity Shares of Rs.10 (Rupees ten) each to R400,00,00,000 (Rupees four hundred crores) divided into 40,00,00,000 (Forty crores) Equity Shares of Rs.10 (Rupees ten) each by creation of additional 20,00,00,000 (Twenty crores) Equity Shares of Rs.10 (Rupees ten) each which shall rank pari-passu with the existing Equity shares of the Company.” 14) To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT, pursuant to the provisions of Sections 13 and 61 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted by the following :

V. SHARE CAPITAL The Authorised Share Capital of the Company is R400,00,00,000 (Rupees four hundred crores) divided into 40,00,00,000 (Fourty crores) Equity Shares of R10/- (Rupees ten) each.

2 15) To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT, pursuant to the provisions of Section 14 and other applicable provisions of the Companies Act, 2013 and the rules issued there under (including any statutory modification(s) or re-enactment thereof for the time being in force), Article 5 of the Articles of Association of the Company relating to authorised Share Capital be and is hereby altered and substituted by the following: Article 5: The Authorised Share Capital of the Company shall be as stated in clause V of Memorandum of Association of the Company.” By order of Board of CONTAINER CORPORATION OF INDIA LIMITED

Sd/- Date : 09.08.2016 (Harish Chandra) Place : New Delhi Group General Manager (Fin.) & Company Secretary

NOTES: 1. A brief resume of the Directors seeking re-appointment and appointed since last Annual General Meeting, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part of Notice. 2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at the meeting is annexed hereto. 3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM DULY COMPLETED AND SIGNED MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY. 4. The equity shares of the Company are in compulsory demat mode and sale/purchase of the same is required to take place in dematerialized form only. 5. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send/ attach a duly certified copy of the Board Resolution & Power of Attorney authorizing their representative to attend and vote on their behalf at the Annual General Meeting, along with the Proxy Form/ Attendance Slip. 6. Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books will remain close from 07.09.2016 to 13.09.2016 (both days inclusive). 7. SEBI has made it mandatory for the transferee(s) to furnish a copy of PAN card to the Company or M/s Beetal Financial & Computer Services (P) Ltd., Registrar and Transfer Agent (RTA) of the Company for registration of transfers and for securities market transactions and off-market/private transactions involving transfer of shares in physical form of listed companies. Accordingly, members holding shares in physical mode should attach a copy of their PAN card for every transfer request sent to Company/RTA. 8. Members holding shares in multiple folios in physical mode are requested to apply for consolidation of their folios to the Company or RTA along with relevant share certificates. 9. Members who hold shares in physical form are requested to send all correspondence concerning registration of transfers, transmissions, subdivision, consolidation of shares or any other shares related matter and / or registration of email address, change in address and bank account, email address to RTA of the Company and in case of shares are held in electronic mode, to their respective Depository Participants. To prevent fraudulent transactions, members are advised to exercise due diligence and notify change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified. 10. Final dividend on equity shares as recommended by the Directors for the year ended on 31.03.2016, if approved by the members at the Annual General Meeting, will be paid: (i) to those Members whose names appear in the Register of Members of the Company, after giving effect to all

3 valid Share Transfers in Physical form lodged with the Company and its Registrar on or before 06.09.2016. (ii) in respect of Shares held in electronic form, to those “deemed members” whose names appear on the Statements of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), at the end of business hours on 06.09.2016. 11. As SEBI has made usage of electronic payment modes for making payments (like Dividend) to the investors mandatory, therefore members are advised to submit their National Electronic Clearing System (NECS)/NEFT/Direct Credit mandates, to enable the Company to make payment of dividend by means of NECS/NEFT/Direct Credit. Those holding shares in physical form may obtain and send the NECS/NEFT/Direct Credit mandate form to RTA of the Company. Those holding shares in Electronic Form may obtain and send the NECS/NEFT/Direct Credit Mandate Form directly to their Depository Participant (DP). Those who have already furnished the NECS/NEFT/Direct Credit Mandate Form to the Company/ RTA / DP with complete details need not send it again. 12. In order to avoid the incidence of fraudulent encashment of dividend warrants, the members who do not wish to opt for NECS/NEFT/Direct Credit facility are advised to submit particulars of their bank account, viz., name(s) and address of the branch of the bank, bank account number, 9 digit MICR code of the branch, IFSC Code, type of account, etc. to RTA of the Company to enable them to print these details on the dividend warrant. 13. Shareholders who have not encashed their dividend warrant(s) so far for the financial year ended 2008-2009 or any subsequent financial year(s), are requested to make their claim to the Company or RTA of the company. Shareholders are requested to note that in terms of provisions of Section 124 of the Companies Act 2013, any dividend, which remains un-paid/un-claimed for a period of seven years from the date of its transfer to the unpaid/ unclaimed dividend account, will be transferred to Investor Education and Protection Fund established by Central Government. Thereafter, no claim shall be entertained in respect of dividend transferred to the said Fund. The Ministry of Corporate Affairs (MCA) on 10th May, 2012 notified the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 (IEPF Rules), which is applicable to the Company. The objective of the IEPF Rules is to help the shareholders ascertain status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post etc. In terms of the said IEPF Rules, the Company has uploaded the information in respect of the Unclaimed Dividends, as on the date of the 27th Annual General Meeting held on 04.09.2015, on the website of the IEPF viz. www.iepf.gov.in and under “Investors Section” on the Website of the Company viz. www.concorindia.com. 14. Pursuant to Section 139 of Companies Act, 2013, the Auditors of a Government Company are to be appointed/ re-appointed by the Comptroller and Auditor General (C&AG) of India and, in terms of provisions contained in Companies Act 2013, their remuneration shall be fixed by the company in a General Meeting or in such manner as the company in a General Meeting may determine. In pursuance of the same, C&AG of India had appointed M/s. Kumar Vijay Gupta & Co., Chartered Accountants, as Statutory Auditors of the Company for the Financial Year 2015- 16. C&AG of India has also appointed Branch Auditors for carrying out audit of branches/regions of the Company. Accordingly, the members are requested to authorize the Board of Directors of the Company to fix the remuneration for the Statutory Auditors/ Branch Auditors of the Company. 15. Pursuant to Section 101 of Companies Act, 2013 read with the relevant Rules, the Company is allowed to serve documents like notices, annual reports, etc., in electronic form to its members. It also facilitates prompt receipt of communications and thereby reduces postal transit losses. Accordingly, copy of the Annual Report is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes through e-mail unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report is being sent in the permitted mode. 16. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the RTA of the Company / Depository Participant (DP) of respective member and take part in the Green Initiative of the Company. 17. All documents referred to in the Notice and Explanatory Statement will be available for inspection by the Members at the Registered Office of the Company on all working days (except Saturday and Sunday) between 11.00 A.M. to 1.00 P.M upto the date of Annual General Meeting and the same along with other documents as required under the applicable law will also be available for inspection at the time of AGM of the Company at the venue of the meeting. 18. Members desiring any information as regards the Financial Statements are requested to write to the Company at least 7 days before the date of the meeting to enable the management to keep the information ready. 19. Members desirous of making a nomination in respect of their shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013, are requested to write to RTA of the Company in prescribed form in the Companies (Share Capital and Debentures) Rules 2014. In case of shares held in dematerialized form, the nomination form has to be lodged directly with the respective Depository Participant (DP).

4 20. Members are requested to: i) Note that copies of Annual Report will not be distributed at the Annual General Meeting and they will have to bring their copies of Annual Report; ii) Members/proxies are requested to affix their signature at the space provided in the attendance slip and handover the same at the entrance of the venue of the AGM; iii) Quote their Folio / Client ID & DP ID Nos., email address, contact no., etc. in all correspondence with the Company/RTA; iv) Note that due to security reasons briefcases, eatables and other belongings are not allowed inside the Auditorium; and v) Note that no gifts/coupons will be distributed at the Annual General Meeting. 21. The Annual Report of the company is also available on the company’s website www.concorindia.com. 22. The voting rights of the shareholders shall be in proportion to their shares in the paid up equity share capital of the company as on the cut-off date of 06.09.2016. In terms of the provisions of Section 108 of the Companies Act 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, substituted by the Companies (Management and Administration) Amendment Rules, 2015, and regulation 44 of SEBI (LODR) Regulations 2015, the Company has provided a facility to the members to exercise their votes electronically through the electronic voting service facility arranged by National Securities Depositary Limited (NSDL). The facility for voting, either through electronic voting system or ballot paper, will also be made available at the AGM and the members attending the AGM who have not already cast their votes by remote e-voting shall be able to exercise their voting right at the AGM. A person who is not a member as on the cut-off date should treat this Notice for information purpose only. 23. Kindly note that the members can opt for only one mode of voting i.e. either e-voting or exercising this right in the meeting. Therefore, members who have cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes again. 24. Members desiring to exercise their vote by e-voting are requested to carefully read the enclosed instructions which inter-alia provide the process and manner for e-voting, login ID, generating password and time schedule, including the time period during which the votes may be cast, etc. 25. In order to scrutinize the e-voting process in a fair and transparent manner and to carry out the required activities the Board of Directors has appointed Shri D. P. Gupta of M/s SGS Associates, Company Secretaries (Membership No. F2411), as the Scrutinizer. Further, the company has also appointed Ms. Pragnya Parimita Pradhan of M/s Pragnya Pradhan & Associates, Company Secretaries (Membership No. A32778) as the alternate scrutinizer.

5 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No.6 Ministry of Railways, Government Of India vide its order no. 2010/PL/51/1, dated 01.04.2016 communicated the appointment of Shri Kamlesh Shivji Vikamsey (DIN:00059620) as a non-official Part-time (Independent) Director on the board of CONCOR. Accordingly he was appointed as Independent Directors of the Company by the Board of Directors on 05.04.2016 for period of three years. Shri Kamlesh Shivji Vikamsey will not be liable to retire by rotation under section 152 of the Companies Act 2013. His brief resume, inter-alia, giving nature of expertise in specific functional area are provided elsewhere which forms part of this notice. The Board of Directors considers that in view of the background and experience of Shri Kamlesh Shivji Vikamsey, it would be in the interest of the Company to appoint him as an Independent Director of the Company. The Board recommends the resolution for approval of the members. None of the Directors or Key Managerial Personnel of the Company or their relatives except Shri Kamlesh Shivji Vikamsey, being the appointee himself, is in any way, concerned or interested, financially or otherwise, in the resolution.

Item No.7 Ministry of Railways, Government Of India vide its order no. 2010/PL/51/1, dated 01.04.2016 communicated the appointment of Shri Maj. Gen. (Retd.) Raj Krishan Malhotra (DIN:07483272) as a non-official Part-time (Independent) Director on the board of CONCOR. Accordingly he was appointed as Independent Directors of the Company by the Board of Directors on 05.04.2016 for period of three years. Maj. Gen. (Retd.) Raj Krishan Malhotra will not be liable to retire by rotation under section 152 of the Companies Act 2013. His brief resume, inter-alia, giving nature of expertise in specific functional area are provided elsewhere which forms part of this notice. The Board of Directors considers that in view of the background and experience of Maj. Gen. (Retd.) Raj Krishan Malhotra, it would be in the interest of the Company to appoint him as an Independent Director of the Company. The Board recommends the resolution for approval of the members. None of the Directors or Key Managerial Personnel of the Company or their relatives except Shri Raj Krishan Malhotra, being the appointee himself, is in any way, concerned or interested, financially or otherwise, in the resolution.

Item No.8 Ministry of Railways, Government Of India vide its order no. 2010/PL/51/1, dated 01.04.2016 communicated the appointment of Shri Shri Sanjeev S. Shah (DIN:00323163) as a non-official Part-time (Independent) Director on the board of CONCOR. Accordingly he was appointed as Independent Directors of the Company by the Board of Directors on 05.04.2016 for period of three years. Shri Sanjeev S. Shah will not be liable to retire by rotation under section 152 of the Companies Act 2013. His brief resume, inter-alia, giving nature of expertise in specific functional area are provided elsewhere which forms part of this notice. The Board of Directors considers that in view of the background and experience of Shri Sanjeev S. Shah, it would be in the interest of the Company to appoint him as an Independent Director of the Company. The Board recommends the resolution for approval of the members. None of the Directors or Key Managerial Personnel of the Company or their relatives except Shri Sanjeev S. Shah, being the appointee himself, is in any way, concerned or interested, financially or otherwise, in the resolution.

Item No.9 Shri S. K. Sharma (DIN:07522844) was appointed as Government nominee Director by the Ministry of Railways vide its order no. 2004/PL/51/3, dated 06.05.2016 and was accordingly appointed as Director of the Company by the Board of Directors on 22.05.2016. Shri S. K. Sharma will be liable to retire by rotation under section 152 of the Companies Act 2013. The terms and conditions regulating the appointment of Shri S. K. Sharma are to be determined by the Government of India. His brief resume, inter-alia, giving nature of expertise in specific functional area are provided elsewhere which forms part of this notice. The Board of Directors considers that in view of the background and experience of Shri S. K. Sharma, it would be in the

6 interest of the Company to appoint him as a Director of the Company. The Board recommends the resolution for your approval. None of the Directors or Key Managerial Personnel of the Company or their relatives except Shri S. K. Sharma, being the appointee himself, is in any way, concerned or interested, financially or otherwise, in the resolution.

Item No.10 Shri Sanjay Bajpai (DIN:07549036) was appointed as Government nominee Director by the Ministry of Railways vide its order no. 2004/PL/51/3, dated 10.06.2016 and was accordingly appointed as Director of the Company by the Board of Directors on 01.07.2016. Shri Sanjay Bajpai will be liable to retire by rotation under section 152 of the Companies Act 2013. The terms and conditions regulating the appointment of Shri Sanjay Bajpai are to be determined by the Government of India. His brief resume, inter-alia, giving nature of expertise in specific functional area are provided elsewhere which forms part of this notice. The Board of Directors considers that in view of the background and experience of Shri Sanjay Bajpai, it would be in the interest of the Company to appoint him as a Director of the Company. The Board recommends the resolution for your approval. None of the Directors or Key Managerial Personnel of the Company or their relatives except Shri Sanjay Bajpai, being the appointee himself, is in any way, concerned or interested, financially or otherwise, in the resolution.

Item No.11 Shri Pradip Kumar Agrawal (DIN:07557080) was appointed as Director (Domestic Division) by the Ministry of Railways vide its order no. 2015/E(O)II/40/6, dated 30.06.2016 and was accordingly appointed as Director (Domestic Division) of the Company by the Board of Directors on 01.07.2016. Shri Pradip Kumar Agrawal will be liable to retire by rotation under section 152 of the Companies Act 2013. The appointment is in the pay scale of Rs.75,000 - Rs. 100,000/- and other terms and conditions regulating the appointment of Shri Pradip Kumar Agrawal will be as per applicable Government guidelines and company policy. He will be a whole time Director of the company. His brief resume, inter-alia, giving nature of expertise in specific functional area are provided elsewhere which forms part of this notice. The Board of Directors considers that in view of the background and experience of Shri Pradip Kumar Agrawal, it would be in the interest of the Company to appoint him as a Director of the Company. The Board recommends the resolution for your approval. None of the Directors or Key Managerial Personnel of the Company or their relatives except Shri Pradip Kumar Agrawal, being the appointee himself, is in any way, concerned or interested, financially or otherwise, in the resolution.

Item No.12 Shri Sanjay Swarup (DIN:05159435) was appointed as Director (International Marketing & Operations) by the Ministry of Railways vide its order no. 2015/E(O)II/40/7, dated 05.07.2016 and was accordingly appointed as Director (International Marketing & Operations) of the Company by the Board of Directors on 09.08.2016 and his said appointment will be effective from the date of his assumption of charge of the post on or after 01.09.2016. Shri Sanjay Swarup will be liable to retire by rotation under section 152 of the Companies Act 2013. The appointment is in the pay scale of R75,000 - R100,000/- and other terms and conditions regulating the appointment of Shri Sanjay Swarup will be as per applicable Government guidelines and company policy. He will be a whole time Director of the company. His brief resume, inter-alia, giving nature of expertise in specific functional area are provided elsewhere which forms part of this notice. The Board of Directors considers that in view of the background and experience of Shri Sanjay Swarup, it would be in the interest of the Company to appoint him as a Director of the Company. The Board recommends the resolution for your approval. None of the Directors or Key Managerial Personnel of the Company or their relatives except Shri Sanjay Swarup, being the appointee himself, is in any way, concerned or interested, financially or otherwise, in the resolution.

Item Nos. 13, 14 & 15: The present Authorised Share Capital of the Company is R2,00,00,00,000 (Rupees two hundred crores ) divided into 20,00,00,000 (Twenty crores ) Equity Shares of R10 (Rupees ten) each. The Subscribed, Issued and paid up capital of the Company is R194,97,41,910 (Rupees one hundred ninety four crores ninety seven lakhs forty one thousand nine hundred ten ) divided into 19,49,74,191 (Nineteen crores forty nine lakhs seventy four thousand one hundred ninety one ) Equity

7 Shares of R10 (Rupees ten ) each. As there is a marginal difference between the authorised and paid up share capital of the company the Board felt that there is no flexibility to further increase the paid up share capital, whenever the need arises in future, unless the authorised share capital is increased. The increase in authorised share capital would be a time taking process as for doing so in addition to approval of shareholders, approval of President of India as per Article 6 of Articles of Association of CONCOR would also be required. Therefore, we can consider increase in authorised share capital of the company in order to have some comfort for increasing the paid up share capital in future, whenever the need arises. Increase in the authorised share capital will be subject to the approval of President of India . In view of above, it is proposed to increase the present Authorised Share Capital of the Company to R400,00,00,000 (Rupees four hundred crores ) divided into 40,00,00,000 (Forty crores ) Equity Shares of R10 (Rupees ten ) each by way of creation of additional 20,00,00,000 (Twenty crores) Equity Shares of Rs.10 each in the manner as set out in Resolution no.13 of the Notice of this meeting. Thus the increase shall enable the Company to increase the paid up share capital of the company in future whenever required. The proposed increase in Authorised Share Capital shall require alteration of existing Clause-V of the Memorandum of Association and Article-5 of Articles of Association of the Company in the manner as set out in Resolution no. 14 & 15 of the Notice of this meeting. A copy of the Memorandum of Association and Articles of Association reflecting the proposed amendment together with the existing Memorandum and Articles of Association shall be open for inspection at the Registered Office of the Company during office hours on all working days and is also available for inspection by the Members at the AGM. Accordingly, the Board recommends passing of the resolutions set forth in Item no.13 of the notice as an Ordinary Resolution and Item Nos. 14 and 15 as Special Resolutions by the Members. None of the Directors, Key Managerial Personnel and their relatives is in any way concerned or interested, in the resolutions set forth in Item Nos. 13, 14 and 15 of the Notice of this Meeting.

By order of Board of CONTAINER CORPORATION OF INDIA LIMITED

Sd/- Date : 09.08.2016 (Harish Chandra) Place : New Delhi Group General Manager (Finance) & Company Secretary

8 AS REQUIRED UNDER SEBI (LODR) REGULATIONS, BRIEF RESUME AND OTHER PARTICULARS OF DIRECTORS SEEKING REAPPOINTMENT/APPOINTMENT [REFER POINT (1) OF NOTES TO NOTICE]

Re-Appointment of Directors

Shri Anil Kumar Gupta, Chairman and Managing Director (DIN - 00066328)

Shri Anil Kumar Gupta took over as Chairman and Managing Director, CONCOR w.e.f. 05.03.2013. He is an IRTS officer of 1982 batch and has worked with Indian Railways at senior positions, prior to joining CONCOR. During his tenure with CONCOR, he has held several key positions, including Director (Domestic) upto 29.12.2009 and Managing Director w.e.f. 30.12.2009. He is a leading transport sector professional with specialist expertise and skills in the areas of Marketing & Commercial Activities, Ports and shipping, Railway Operations and Inter-modal and Landside Transport Logistics and Distribution. Shri Gupta holds qualifications of M.A., M.Phil. (Economics) from Delhi School of Economics and MBA(NMP). Disclosure of his Relationship with other Directors: Nil Shri Anil Kumar Gupta does not hold any shares in CONCOR. Listed Companies (other than CONCOR) in which Shri Anil Kumar Gupta holds Directorship and Committee Membership. Directorship: Nil Member of Board Committees: Nil

Dr. P. Alli Rani, Director (Finance) (DIN: 02305257)

Dr. P. Alli Rani, Director (Finance) completed her education in economics at the university level in a M. Phil Degree in economics. Subsequently she acquired twin Post Graduate Degrees in Management specializing in Finance & Marketing and PhD in Economics. Her career began with the Indian Economic Service (IES), a specialized cadre of the Government of India recruited to conduct economic analysis in the Central Ministries and adjunct offices. Subsequently, she joined the Indian Railway Accounts Service in 1986, a specialized cadre for handling the Finances of the Indian Railways. She joined the Telecom Sector in the early years of her career and spent six years in the sector initially in the DoT and the last two years in BSNL. She once again joined the Railways in 2001 but this time as part of its Corporate Business, taking over as Group General Manager/ Finance of CONCOR. Subsequently elevated as Executive Director, she was elected to the Board of Directors of the company in the year 2009 by the Public Enterprises Selection Board (PESB) and took over as Director Finance of the company. Disclosure of his Relationship with other Directors: Nil Dr. P. Alli Rani does not hold any shares in CONCOR. Listed Companies (other than CONCOR) in which Dr. P. Alli Rani holds Directorship and Committee Membership. Directorship : Nil Member of Board Committees: Nil

9 Appointment of Directors

Shri Kamlesh Shivji Vikamsey, Director (DIN - 00059620) Shri Kamlesh Shivji Vikamsey is a Senior Partner of Khimji Kunverji & Co Chartered Accountants since 1982. A firm registered with the Institute of Chartered Accountants of India & in practice since 1936, having over 79 years of experience in the areas of Auditing, Taxation, Corporate & Personal Advisory Services, Business & Management Consulting Services, Due diligence, Valuations, Inspections, Investigations, etc. Presently:  Appointed as member of Independent Management Advisory Committee (IMAC) of International Telecommunication Union (ITU), Geneva, with effect from 1st January, 2016 for a term of four years.  Appointed as a member of External Audit Committee (EAC) of International Monetary Fund (IMF), Washington D.C., United States of America with effect from 1st November, 2015 for a term of 3 years.  Audit Committee of Children’s Fund (UNICEF), New York, United States of America with effect from 13th October, 2015 for a term of 3 years.  Appellate Authority constituted under section 22A of the Chartered Accountants Act, 1949.  Member at MAT - Ind AS Committee of Central Board of Direct Taxes (CBDT).  On the Board of several Listed Public & Private Limited Companies as Independent Director and Chairman of Audit Committee.  Trustee and Treasurer, Global Vipassana Foundation, an internationally renowned Trust which has constructed Global Pagoda in . In the Past:  President, The Institute of Chartered Accountants of India (ICAI).  President, The Confederation of Asian and Pacific Accountants (CAPA).  Board Member, International Federation of Accountants (IFAC).  Member of Audit Advisory Committee of United Nations Development Programme (UNDP), New York. Member since 1st July, 2010 and Chairperson from 1st July, 2014 to 30th June, 2015.  Member, Steering Committee of United Nations for Comprehensive Review of Governance and Oversight within the United Nations, and its funds, programme and specialized agencies.  Member, Appellate Authority constituted under section 22A of the Chartered Accountants Act, 1949. He has joined Board of CONCOR on 05.04.2016 for a period of three years and he does not hold any shares in CONCOR. Disclosure of his Relationship with other Directors: Nil Listed Companies (other than CONCOR) in which Shri Kamlesh Shivji Vikamsey holds Directorship and Committee Membership. Directorship: 1. Navneet Education Ltd. 2. Man Infraconstruction Ltd. 3. Tribhovandas Bhimji Zaveri Ltd. 4. Apcotex Industries Ltd. and 5. GIC Housing Finance Ltd. Member of Board Committees: Audit Committee of 1. Man Infraconstruction Ltd. 2. Tribhovandas Bhimji Zaveri Ltd. 3. Apcotex Industries Ltd. and 4. GIC Housing Finance Ltd Remuneration Committee of 1. Navneet Education Ltd. 2. Tribhovandas Bhimji Zaveri Ltd. Nomination & Remuneration Committee of 1. Apcotex Industries Ltd.

10 Shri Maj. Gen. (Retd.) Raj Krishan Malhotra, Director (DIN - 07483272)

Maj. Gen. (Retd.) Raj Krishan Malhotra was commissioned into the infantry (JAT Regiment) in 1971 and had the good fortune to actively take part in the 1971 Indo-Pak war. He has thereafter been significantly involved in either planning or participating at various levels of operational engagements by the Indian Army. He was responsible for the Interim National Command Post during the Indian response to Tsunami. His responsibilities included monitoring and coordinating the effort towards Humanitarian Assistance and Disaster Relief. Later as the Assistant Chief of Integrated Defence Staff, he formulated the first Long Term Prospective Plan for the three Services so as to provide basic inputs to the Defence Acquisition Committee (DAC). He was responsible for conducting the first multi-national exercise in India in which 35 countries participated. He has visited USA, Japan, and Singapore as a part of Government delegations. He has been the member Secretary of a National Level Task Force on Indegenisation of Defence Products and improvement of processes and policy. He has also been the chief functionary for reviewing and reorganisation of various establishments for improving efficiency and effectiveness. His academic qualifications include an MPhil and MSc. Recognition by the President of India include award of the Ati Vishisht Sewa Medal(AVSM) and Vishisht Sewa Medal (VSM). He also raised the Centre of Joint Warfare Studies (CENJOWS) and was its first Executive Director. He subsequently joined the Prime Minister’s Office (PMO) as a part of the National Security Council Secretariat (NSCS) and remained there for nearly eight years He has joined Board of CONCOR on 05.04.2016 for a period of three years and he does not hold any shares in CONCOR. Disclosure of his Relationship with other Directors: Nil Listed Companies (other than CONCOR) in which Maj. Gen. (Retd.) Raj Krishan Malhotra holds Directorship and Committee Membership. Directorship: Nil Member of Board Committees: Nil

Shri Sanjeev S. Shah, Director (DIN:00323163) Shri Sanjeev S. Shah is a fellow member of the Institute of Chartered Accountants of India, New Delhi. He has done B. Sc. (Bachelor of Science); CFE (Certified Fraud Examiner) from ACFE, Texas, USA; Completed training course of Information Systems Audit by the Institute of Chartered Accountants of India and also completed training course on Computer Security-Ethical Hacking by Ankit Fadia. He is Proprietor of Shah Sanjeev & Associates, Chartered Accountants, Baroda. He is a Practicing Chartered Accountant with specialization in Mergers & Acquisitions, Financial Due Diligence, Business Acquisition strategies, Capital Markets, Corporate Finance, Institutional & Private Equity, Alternate Investments, Drafting and Vetting of Legal documents. Has handled four Public Issues (IPO) of equity Shares with good number of over subscription in the capacity of a Merchant Banker (Category IV). Has presented paper on “Virtual Learning” at II World Summit on Information Society held at Bilbao, Spain in Nov’ 05 by UNITED NATIONS and was Invited to present a Paper on “Corporate Govranance” at LONDON by World Council for Corporate Governance in Sept 08. In past served as:  Independent Director at Vadodara Stock Exchange Ltd.  Chairman of Baroda Branch of The Institute of Chartered Accountants of India.  Member of Expert Committee on Infrastructure and Taxation at Central Gujarat Chambers of Commerce.  Member of National White Collar Crime Research Consortium, sponsored by FBI, USA.  Member, Committee on Corporate Governance at The Institute of Chartered Accountants of India, Delhi. Also served as a Member, Committee on Corporate Laws, Professional Development & Public Relations  Member of Regional Advisory Committee of Central Excise & Customs, Baroda Commissionerate , Govt. of India.  Served as a Member of Expert Committee on Infrastructure and Taxation at Central Gujarat Chambers of Commerce He has joined Board of CONCOR on 05.04.2016 for a period of three years and he does not hold any shares in CONCOR. Disclosure of his Relationship with other Directors: Nil Listed Companies (other than CONCOR) in which Shri Sanjeev S. Shah holds Directorship and Committee Membership. Directorship: Nil Member of Board Committees: Nil

11 Shri S. K. Sharma, Director (DIN:07522844)

Shri Shailendra Kumar Sharma, Executive Director (Rates) Railway Board, an officer of the Indian Railway Traffic Service 1990 batch, joined Indian Railways in 1991. He is a Post-Graduate in Economics from Punjab, School of Economics Chandigarh. He has had vast and varied experience in Railway Operations, Commercial working, Public Relations & Vigilance. He was also Chief Public Relations Officer as well as Chief Vigilance Officer on Northern Railway. He was also Secretary of Indian National Commission for Co-operation with UNESCO when he was Director in Ministry of HRD. Before joining Railways he worked as an Officer in Reserve Bank of India. He joined as Executive Director Traffic Commercial (Rates) on 7th March, 2016. He has held the key charges of freight and commercial operations on Zonal Railways. He has joined Board of CONCOR on 22.05.2016 and he does not hold any shares in CONCOR. Disclosure of his Relationship with other Directors: Nil Listed Companies (other than CONCOR) in which Shri S. K. Sharma holds Directorship and Committee Membership. Directorship: Nil Member of Board Committees: Nil

Shri Sanjay Bajpai, Director (DIN:07549036) Shri Sanjay Bajpai, Executive Director/Traffic (Co-ordination), Railway Board, an officer of the Indian Railway Traffic Service 1991 batch, joined Indian Railways in 1992. He is a Post-¬Graduate in Economics from Allahabad University. He has had vast and varied experience in Railway Operations, Commercial working, General Administration. He was also Deputy GM/G and Secretary/GM/Northern Railway as well as Chief Passenger Transport Manager on Northern Railway. He joined as Executive Director Traffic Co-ordination on 1st June, 2016. He has held the key charges of passenger operations, freight operations and general administration on Zonal Railways. He has joined Board of CONCOR on 01.07.2016 and he does not hold any shares in CONCOR. Disclosure of his Relationship with other Directors: Nil Listed Companies (other than CONCOR) in which Shri Sanjay Bajpai holds Directorship and Committee Membership. Directorship: Nil Member of Board Committees: Nil

12 Shri Pradip Kumar Agrawal, Director (DIN:07557080)

Sh. Pradip Kumar Agrawal has taken over the charge of Director (Domestic Division) from 1st July, 2016. He belongs to Indian Railway Traffic Service. He has worked for Indian Railways for more than 17 years on various important assignments, both at Divisional and Zonal Headquarter level covering operations, commercial, marketing and safety of Indian Railways. He joined Container Corporation of India Ltd. (CONCOR) in the year 2006 as GGM (Ops)/Western Region, thereafter, worked as Chief General Manager, Western Region for four years. During his tenure, he has successfully managed Container Train Operations for the Region which includes JN Port and various CFSs and ICDs in the Region. He has also worked as Chief Executive Officer for APM Terminals, Mumbai (GTIPL) for five years before joining as Director (Domestic Division), CONCOR. During his tenure as CEO/GTIPL, he has taken various landmark initiatives towards improving productivity, efficiency and safety of the terminals. He has simplified various operating procedures in the terminal and pioneer in introducing paperless gate-transactions, which was a step towards ease of doing business. The Terminal has also consecutively achieved performance of 2 million TEUs p.a. and recognized as best Container Terminal by the maritime fraternity during last five years. He has joined Board of CONCOR on 01.07.2016 and he does not hold any shares in CONCOR. Disclosure of his Relationship with other Directors: Nil Listed Companies (other than CONCOR) in which Shri Pradip Kumar Agrawal holds Directorship and Committee Membership. Directorship: Nil Member of Board Committees: Nil

Shri Sanjay Swarup, Director (DIN:05159435)

Shri Sanjay Swarup has done B.E. (Honours) Electronics & Communication from IIT Roorkee (Formerly University of Roorkee) and PG Diploma (MBA) in Public Policy & Management from IIM Bangalore. He belongs to IRTS 1990 Batch and has worked in BHEL before joining Indian Railways. He has held various challenging assignments in his career with Indian Railways and CONCOR. He has served as Chief Manager in Tughlakabad and Dadri, largest and second largest terminals of CONCOR. Shri Sanjay Swarup has rich experience in Railway Operations, Commercial, Safety and I.T. He has expertise in design, operations, marketing and management of Container terminals in India. He is presently working as Group General Manager (International Marketing) in Corporate Office, CONCOR. His appointment will be effective from assumption of his charge of the post of Director (International Marketing & Operations) on or after 01.09.2016 and he does not hold any shares in CONCOR. Disclosure of his Relationship with other Directors: Nil Listed companies (other than CONCOR) in which Shri Sanjay Swarup holds Directorship and Committee Membership. Directorship: Nil Member of Board Committees: Nil

13 Dear Member, Sub: INSTRUCTIONS FOR e-VOTING

Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, substituted by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement, the Company is pleased to provide e-voting facility to the members to cast their votes electronically on all resolutions set forth in the Notice convening the 28th Annual General Meeting (AGM) to be held on 13th September, 2016. The Company has engaged the services of National Securities Depository Limited (NSDL) to provide e-voting facility. The e-voting facility is available at the link : https://www.evoting.nsdl.com The e-voting facility will be available during the following voting period:

Commencement of e-voting End of e-voting 10.09.2016 at 09.00 A.M. IST 12.09.2016 at 05.00 P.M. IST

Please read the following instructions for e-voting before exercising your vote: A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/ Depository Participants(s)] : (i) Open email and open PDF file viz; “CONCOR e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password. (ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com. (iii) Click on Shareholder - Login (iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login. (v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. (vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. (vii) Select “EVEN” of Container Corporation of India Limited. (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted. (x) Upon confirmation, the message “Vote cast successfully” will be displayed. (xi) Once you have voted on the resolution, you will not be allowed to modify your vote. (xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to sgsdel@gmail. com and [email protected] with a copy marked to [email protected]. B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy] : (i) Initial password is provided at the bottom of the Attendance Slip for the AGM under the heading “Particulars for e-voting”. (ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote. General Instructions: a. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and remote e-voting user manual for Members available at the Downloads section of www.evoting.nsdl.com or call on toll free no.:1800- 222-990. In case of any grievances you may contact Mr. Rajiv Ranjan, Assistant Manager, NSDL, e-mail: rajivr@nsdl. co.in, contact no(s): 022-24994200/24994738. b. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s). c. The e-voting period commences on 10.09.2016 (09.00 A.M. IST) and ends on 12.09.2016 (05.00 P.M. IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the

14 cut-off date of 06.09.2016 (end of the day), may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. d. Any person, who acquires shares of the Company and becomes a shareholder of the Company after dispatch of notice of AGM and holds shares as on the cut-off date i.e. 06.09.2016, may obtain the login ID and password by sending a request NSDL at [email protected] or RTA at [email protected]. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forget your password, you can reset the password by using ‘Forgot User Details/Password’ option available on www.evoting.nsdl.com. e. A member may participate in AGM even after exercising his right to vote through remote e-voting, but shall not be allowed to vote again at the AGM. f. The facility for voting either through electronic voting system or ballot paper will also be made available at the AGM, and the members attending the AGM who have not already cast their vote by remote e-voting will be able to exercise their right at the AGM. Shareholders who have not cast their vote electronically by remote e-voting, may only cast their vote at the AGM. g. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 06.09.2016 (end of the day). h. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM. i. For fair and transparent e-voting process Shri D. P. Gupta of M/s SGS Associates, Practicing Company Secretary (Membership No. F2411) have been appointed as the Scrutinizer. Further, Ms. Pragnya Parimita Pradhan of M/s Pragnya Pradhan & Associates, Company Secretaries (Membership No. A32778) has been appointed as the alternate scrutinizer. j. At the AGM, at the end of the discussion on the resolutions on which voting is to be held, the Chairman shall, with the assistance of Scrutinizer, allow voting for all those members who are present but have not cast their vote electronically using the remote e-voting facility. k. The Scrutinizer shall, immediately after the conclusion of the voting at AGM, count the votes cast at the AGM and thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, not later than three days after the conclusion of the AGM to the Chairman of the Company. The Chairman, or any other person authorized by the Chairman, shall declare the result of voting forthwith, which shall not be later than 05.00 P.M. IST on 15.09.2016. l. The Result, along with the Scrutinizer’s Report will be placed on the Company’s website www.concorindia.com and on the website of NSDL after the results are declared by the Chairman or any person authorized by the Chairman, and the same shall be communicated to the Stock Exchanges where the equity shares of company are listed.

By order of the Board of Directors For Container Corporation of India Ltd.

Sd/- Date:09.08.2016 (Harish Chandra) Place: New Delhi Group General Manager (Finance) & CS

15 LOCATION OF 28TH AGM VENUE

16