NOTICE Registered Office Address 201, Kailash Plaza, Plot No. A-12, Opp. Laxmi Industrial Estate, Off. New Link Road, Andheri (West), Mumbai - 400 053 NOTICE is hereby given that the Eighteenth Annual General Meeting of the members of Eros International Media Limited will be held on Monday, the 24th day of September, 2012, at 3.00 p.m. at The Club, 197, D, N, Nagar, Andheri (West), Mumbai 400 053 to transact the following business: Ordinary Business: 1. To consider and adopt the Audited Balance Sheet as at 31 March 2012, the Profit and Loss Account for the year ended 31 March 2012 and the Director’s and Auditor’s Reports thereon 2. To appoint a Director in place of Dr. Shankar Nath Acharya, who retires by rotation and being eligible offers himself for re- appointment 3. To appoint M/s Walker Chandiok & Co. (Firm Registration No. 001076N) as Statutory Auditors of the Company to hold office from conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company and to fix their remuneration and for the purpose, to consider and if thought fit, to pass the following resolution with or without modification(s): “RESOLVED THAT M/s Walker Chandiok & Co. (Firm Registration No. 001076N), be and are hereby reappointed as Statutory 1 Auditors of the Company to hold office until the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors ” Special Business: 4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: Re- Appointment of Mr. Sunil Lulla as the Executive Vice Chairman & Managing Director of the Company: “RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, 311 read with Schedule XIII of the act, and all other applicable provisions, if any, of the Companies Act, 1956 , (including any modifications, amendment, or re-enactment thereof) and subject to such approvals as may be necessary, the consent, permission and approval of the members of the Company be and is hereby accorded to the re-appointment of Mr. Sunil Lulla as Executive-Vice Chairman & Managing Director for a period of three (3) years with effect from 28 September 2012 to discharge functions, duties, responsibilities, delegated by the Board of Directors from time to time, and such other acts as may be required as per applicable Laws, Acts, Regulations, upon such terms and conditions as set out in the Explanatory Statement annexed to this Notice.” “RESOLVED FURTHER THAT Mr. Sunil Lulla shall not be liable to retire by rotation” “RESOLVED FURTHER THAT the Board be and is hereby authorised to alter and vary the terms and conditions of the said appointment in such manner as may be agreed between the Board and Mr. Sunil Lulla and to do all such acts, deeds, matters and things as may be necessary, expedient or desirable to give effect to this resolution.” 5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: Appointment of Mrs. Jyoti Deshpande as a Director liable to retire by rotation and to approve the remuneration to be paid to Mrs. Jyoti Deshpande as an Executive Director of the Company:- “RESOLVED THAT Mrs. Jyoti Deshpande, whose term of office as an Additional Director, pursuant to Section 260 of the Companies Act, 1956, expires at this Annual General Meeting and in respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956, proposing her candidature for the office of an Executive Director, be and is hereby appointed as an Executive Director of the Company.” Annual Report 2011-12 PDF processed with CutePDF evaluation edition www.CutePDF.com “RESOLVED FURTHER THAT in accordance with the provisions of Sections 198, 269, 309 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any amendment or modification thereof), consent and approval of the Company be and is hereby accorded to the appointment of Mrs. Jyoti Deshpande , as an Executive Director of the Company upto 30 September 2015 on such terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting.” “RESOLVED FURTHER THAT as Executive Director of the Company, Mrs. Jyoti Deshpande shall, subject to the supervision, control and directions of the Board of Directors of the Company, exercise substantial powers of management and manage the business and affairs of the Company.” “RESOLVED FURTHER THAT the Board be and is hereby authorised to alter and vary the terms and conditions of the said appointment in such manner as may be agreed between the Board and Mrs Jyoti Deshpande and to do all such acts, deeds, matters and things as may be necessary, expedient or desirable to give effect to this resolution.” BY ORDER OF THE BOARD OF DIRECTORS FOR EROS INTERNATIONAL MEDIA LIMITED RAJESH BHATIA Company Secretary and Compliance Officer Place: Mumbai Date: 10 August 2012 Registered Office Address:- 2 201, Kailash Plaza, Plot No.A-12, Opp. Laxmi Industrial Estate, Off. New Link Road, Andheri (West), Mumbai-400 053. Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The duly filled proxy form should be lodged with the Company atleast 48 hours before commencement of the meeting. 2. Brief details of the retiring Directors, who are seeking re-appointment and /or appointment, are annexed hereto as per the requirement of the Clause 49 of the Listing Agreement. 3. The Register of Members and Share Transfer Book of the Company was closed from 30 July 2012 to 3 August 2012 (both days inclusive) in order to comply with the requirement of the Listing Agreement. 4. Shareholders, holding shares in the physical form, are requested to notify any change in address, if any to M/s Link Intime India Private Limited. 5. Beneficial owners holding shares in electronic form are requested to notify and change in address, e-mail, bank particulars, etc. to their respective depository participants and make sure that such changes are recorded by them correctly. 6. The Company has maintained, inter alia, the statutory registers at its Corporate Office at 901/902, Supreme Chambers, Off Veera Desai Road, Andheri (West), Mumbai-400 053, which are open for inspection of members and others as prescribed in the respective sections of the Companies Act ,1956 as specified below: i) Register of Contract with companies and firms in which Directors are interested under Section 301 of the Companies Act, 1956 on all working days during business hours; ii) Register of Directors Shareholding under section 307 of the Companies Act, 1956 on all working days during business hours beginning fourteen days before the date of Annual General Meeting and ending three days after the date of its conclusion. Eros International Media Limited 7. Corporate members are requested to send duly in advance certified true copy of resolution /Power of Attorney authorising their representative to attend and vote at the Annual General Meeting. 8. Members/Proxies are requested to bring their attendance along with the copies of the Annual Reports to the Meeting. 9. To receive the faster communication, including Annual Reports, the Shareholders are requested to kindly register/update their email address with their respective depository participants where shares are held in electronic form. If, however, shares are held in physical form, holders are advised to register their email address with M/s Link Intime Private Limited. 10. The Explanatory statement pursuant to section 173(2) of the Companies Act, 1956, setting out the materials facts in respect of Item nos. 4 & 5 of the Notice is annexed hereto. BY ORDER OF THE BOARD OF DIRECTORS FOR EROS INTERNATIONAL MEDIA LIMITED RAJESH BHATIA Company Secretary & Compliance Officer Place: Mumbai Date: 10 August 2012 Registered Office Address:- 201, Kailash Plaza, Plot No.A-12 Opp. Laxmi Industrial Estate Off. New Link Road, Andheri (West), 3 Mumbai-400 053 EXPLANATORY STATEMENT U/S 173(2) OF THE COMPANIES ACT, 1956: ITEM NO.4: Members are hereby informed that the Employment Agreement entered into between the Company and Mr. Sunil Lulla will expire on 27 September 2012. Further, his term of appointment as an Executive Vice Chairman and Managing Director of the Company will expire on 10 February 2013 in accordance with the special resolution passed at the Extra Ordinary General Meeting of the Company held on 11 February 2010. The Board of Directors at their meeting held on 26 May 2012 have considered the renewal of the Employment Agreement and terms of his appointment as an Executive Vice Chairman and Managing Director of the Company for a further period of 3 years to be made effective from 28 September 2012, subject to approval of shareholders in the Annual General Meeting. Mr. Sunil Lulla, aged 48 years, has graduated with a bachelors’ degree in commerce from Mumbai University. He has over 22 years of experience in the media industry. Mr. Sunil Lulla has valuable relationships with the talent within the Indian film industry and has been instrumental in our Company‘s expansion into India distribution as well as home entertainment and music. He has led our Company‘s growth within India for many years. Your Directors are of the opinion that the re-appointment of Mr. Sunil Lulla as Executive Vice Chairman & Managing Director is essential and will be in the best interests of the Company.