NEYVELI LIGNITE CORPORATION LIMITED

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1 NEYVELI LIGNITE CORPORATION LIMITED (Navratna - Government of India Enterprise) Regd. Office: 'Neyveli House', No.135, Periyar EVR High Road, Chennai Corporate Office: Block-1, Neyveli , Cuddalore District, Tamil Nadu. NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given at e fifty fif Annual General Meeting of e Members of e Company will be held on Monday, e 12 September, 2011 at Saguru Gnanananda Hall, Narada Gana Sabha, No.314, T.T.K. Road, Chennai at Hours to transact e following business: ORDINARY BUSINESS : st 1. To receive, consider and adopt e audited Profit and Loss Account for e year ended 31 March 2011 and e Balance Sheet as on at date togeer wi e Report of e Board of Directors and e Auditors ereon. 2. To declare dividend. 3. To appoint a Director in e place of Shri. R. Kandasamy, who retires by rotation and being eligible, offer himself for reappointment. 4. To appoint a Director in e place of Dr. Sanjay Govind Dhande, who retires by rotation and being eligible, offer himself for reappointment. 5. To appoint a Director in e place of Shri. J. Mahilselvan, who retires by rotation and being eligible, offer himself for reappointment. SPECIAL BUSINESS : 6. To consider and if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary RESOLVED at Shri. Sarat Kumar Acharya, be and is hereby appointed as a Director of e Company liable to 7. To consider and if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary RESOLVED at Shri. S.K.Roongta, be and is hereby appointed as a Director of e Company liable to 8. To consider and if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary RESOLVED at Shri. A.P.V.N.Sarma, be and is hereby appointed as a Director of e Company liable to 9. To consider and if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary RESOLVED at Shri. L.N.Vijayaraghavan, be and is hereby appointed as a Director of e Company liable to 10. To consider and if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary RESOLVED at Shri. M.M.Sharma, be and is hereby appointed as a Director of e Company liable to 31

2 11. To consider and if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary RESOLVED at Shri. M.B.N.Rao, be and is hereby appointed as a Director of e Company liable to retire by rotation. 12. To consider and if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary RESOLVED at Shri. V.Murali, be and is hereby appointed as a Director of e Company liable to retire by rotation. 13. To consider and if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary RESOLVED at Shri. R.K.Mishra be and is hereby appointed as a Director of e Company liable to retire by rotation. 14. To consider and if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary RESOLVED at Dr. N. Sundaradevan be and is hereby appointed as a Director of e Company liable to Place : Chennai Date : By order of e Board K.Viswana Company Secretary 2

3 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 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. Proxies, in order to be effective, must be lodged wi e Company not less an 48 hours before e commencement of e Annual General Meeting. 2. An Explanatory Statement pursuant to Section 173(2) of e Companies Act,1956 relating to Special Business is furnished vide Annexure As required under e Listing Agreement, e particulars of Directors seeking appointment/ re-appointment as Directors are given vide Annexure The Register of Members and Share Transfer Books of e Company shall remain closed from to (bo days inclusive). st 5. Dividend on Equity Shares for e year ended 31 March 2011, if declared at e meeting, will be paid : i. In respect of Shares held in physical form, to ose Members whose name appear on e Register of Members on 12 September 2011 and ii. In respect of Shares held in electronic form, on e basis of beneficial ownership as per e details furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) nd Limited (CDSL), e Depositories, at e end of business hours on 2 September i. In order to avoid fraudulent encashment of dividend warrants, Members are requested to send e information relating to name and address of e bankers, branch and particulars of bank account to Integrated Enterprises(India) Limited, e Share Transfer Agent of e Company for printing e same on Dividend Warrants. ii. Members holding shares in electronic form are informed at eir bank details, as downloaded by NSDL and CDSL, e Depositories, will be printed on e dividend warrants and hence ey are advised to communicate to eir respective Depository Participants(DP), e changes if any, in eir bank accounts. 7. Members holding shares in physical form are requested to notify eir change of address, if any, to e Company/Share Transfer Agent. In case, shares are held in electronic form, e change of address, if any, may have to be communicated to eir respective DPs. 8. Members holding shares in single name may avail nomination facility. 3

4 Annexure-1 EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 173(2) OF THE COMPANIES ACT,1956 Item No.6 to 14 Shri.Sarat Kumar Acharya was inducted in to e Board as an Additional Director w.e.f. 16 December, 2010 in pursuance of Ministry of Coal letter no. 21/15/2009-ASO dated 9 December, 2010 and in terms of Section 260 of e Companies Act,1956. Shri.Sarat Kumar Acharya holds office upto e date of e ensuing Annual General Meeting. Sarvashri. S.K.Roongta, L.N.Vijayaraghavan, A.P.V.N.Sarma, M.B.N.Rao, M.M.Sharma and V.Murali were inducted in to e Board as Additional Directors w.e.f. 30 September, 2010 in pursuance of Ministry of Coal letter no. 21/21/2006-ASO (part) dated 27 September 2010 and in terms of Section 260 of e Companies Act,1956. All of em hold office upto e date of e ensuing Annual General Meeting. Shri.R.K.Mishra was inducted in to e Board as an Additional Director w.e.f. 24 March, 2011 in pursuance of Ministry of Coal letter no. 21/21/2006-ASO dated 17 March 2011 and in terms of Section 260 of e Companies Act, Shri.R.K.Mishra holds office upto e date of e ensuing Annual General Meeting. Dr.N.Sundaradevan was inducted in to e Board as an Additional Director w.e.f. 19 July, 2011 in pursuance of Ministry of Coal letter no. 21/21/2006-ASO (part) dated 5 July, 2011 and in terms of Section 260 of e Companies Act, Dr.N.Sundaradevan holds office upto e date of e ensuing Annual General Meeting. Notices have been received u/s 257 of e Companies Act,1956 from Members signifying eir intention to propose e appointments of Sarvashri Sarat Kumar Acharya, S.K.Roongta, L.N.Vijayaraghavan, A.P.V.N.Sarma, M.B.N.Rao, M.M.Sharma, V.Murali, R.K.Mishra and Dr.N.Sundaradevan as Directors of e Company at e ensuing Annual General Meeting. Hence, necessary resolutions are placed before e Meeting for Members' approval. Sarvashri Sarat Kumar Acharya, S.K.Roongta, L.N.Vijayaraghavan, A.P.V.N.Sarma, M.B.N.Rao, M.M.Sharma, V.Murali, R.K.Mishra and Dr.N.Sundaradevan are deemed to be interested in e proposed resolution to e extent of eir appointment as a Director. No oer Directors are interested in e resolution. Directors recommend e resolutions for Members' approval. BRIEF RESUME OF DIRECTORS PROPOSED FOR APPOINTMENT/RE-APPOINTMENT Annexure-2 1. Shri.R.Kandasamy, aged 57 years, is a Graduate in Electrical & Electronics Engineering, AMIE (Mining), holder of First Class Mines Manager Certificate in Coal and Metal, holder of Post Graduate Diploma in Business Administration and Fellow Member of e Indian Institute of Engineers (India). Shri.R.Kandasamy joined e Company in e year 1977 and has vast experience in Mines, Mine Planning and Geology. Shri.R.Kandasamy is in e Board of NLC Tamilnadu Power Limited and MNH Shakti Limited and is a Member of e Sub-committee of NLC Tamilnadu Power Limited. Shri.R.Kandasamy is holding 200 equity shares in e Company in his individual capacity and 100 equity shares on behalf of e President of India. 2. Dr.Sanjay Govind Dhande, aged 63 years, is a Mechanical Engineer and has done Ph.d from IIT, Kanpur. Dr.Sanjay Govind Dhande is presently holding e position of Director, IIT, Kanpur and is also a Member of e Scientific Advisory Council to e Prime Minister of India. Dr.Sanjay Govind Dhande is a Member of e Governing Body of e Indo-US Science and Technology Forum, Indo-French Cooperation Programme, Indo-Japan Coordination programmes etc. Dr.Sanjay Govind Dhande is not in e Board of any Company and does not hold any shares in e Company. 4

5 Annexure-2 3. Shri.J.Mahilselvan, aged 58 years, is a Graduate in Mechanical Engineering and a Fellow Member of Institution of Engineers. Shri.J.Mahilselvan joined e Company in e year 1975 and has vast experience in planning, construction, operation and maintenance of power plants. Shri.J.Mahilselvan is in e Board of NLC Tamilnadu Power Limited and is a Member of e Sub-committee of NLC Tamilnadu Power Limited. Shri.J.Mahilselvan is holding 200 equity shares in e Company in his individual capacity and 100 equity shares on behalf of e President of India. 4. Shri. Sarat Kumar Acharya, aged about 52 years, holds an Hons. Degree in Economics and Post Graduation in Personnel Management. An expert in strategic HR wi equal proficiency in operations, he carries wi him over 31 years of rich and varied experience of working in HR in Heavy Engineering Sector (BHEL) and Power Sector (NTPC and NTPC-SAIL Power Co.) and now is wi NLC. Before his present assignment in e Board of NLC as Director (HR), Shri. Acharya was Head, Corporate HR of NTPC-SAIL Power Company, a joint venture of NTPC and Steel Auority of India Ltd. A widely travelled and well trained person in India and abroad, Shri. Acharya lends his services in academics as a visiting faculty to many premier Business Schools and Management Institutions. As a life member of NIPM, Chairman, NIPM Neyveli Chapter and as member HR committee of SCOPE, he is actively associated wi promotional activities for enriching HR profession as a whole. Shri. Acharya is not in e Board of any oer company. Shri. Acharya is holding 100 equity shares in e Company on behalf of e President of India. 5. Shri.S.K.Roongta, aged 61 years, is a Graduate in Electrical Engineering and holds a Post Graduate Diploma in International Trade. Shri.S.K.Roongta began his career in Steel Auority of India Limited (SAIL) in e year 1972 and had held senior positions including Board level in SAIL and retired as Executive Chairman of SAIL. Shri.S.K.Roongta had held various positions in e Industry/ Professional bodies and has won several awards including SCOPE Gold Award Excellence and Outstanding Contribution to e Public Sector Management Individual Category for e year and is considered as an expert on Indian infrastructure and metal industry. Shri.S.K.Roongta is in e Board of e following Companies; The Shipping Corporation of India Limited, Jubilant Industries Limited, Hindustan Petroleum Corporation Limited, ACC Limited, Vedanta Aluminum Limited, Shri.S.K.Roongta is e Member of e Audit Committee of Jubilant Industries Limited, Hindustan Petroleum Corporation Limited and is e Chairman of Shareholders/Investors Grievance Committee of Jubilant Industries Limited. Shri.S.K.Roongta does not hold any shares in e Company. 6. Shri.L.N.Vijayaraghavan, aged 63 years is a Post Graduate in Commerce and was a former member of Indian Administrative Service. Shri.L.N.Vijayaraghavan held important positions in Government of Tamilnadu and also in State Government Undertakings and retired as Principal Commissioner & Commissioner of Civil Supplies and Consumer Protection, Government of Tamilnadu. Shri.L.N.Vijayaraghavan is in e Board of G.V.R.Infraprojects LLC Oman and is not a Member in any Committee of e Company. Shri.L.N.Vijayaraghavan does not hold any shares in e Company. 7. Shri.A.P.V.N.Sarma, aged 61 years, a Graduate in Engineering and holding degree in Law, was a former Member of Indian Administrative Service. Shri.A.P.V.N.Sarma held important positions in Government of Andhra Pradesh, Public Sector Undertakings bo in Central and State Governments and Government of India and retired as Secretary to Government of India, Ministry of Shipping. Shri.A.P.V.N.Sarma is in e Board of e following Companies : SEW Vizag Port Terminal Limited, GATI Limited, Andhra Pradesh Gas Power Corporation Limited, Rashtriya Ispat Nigam Limited, Seaways Shipping and Logistics Limited. Shri. A.P.V.N.Sarma is e Chairman of e Audit Committee of Rashtriya Ispat Nigam Limited and Andhra Pradesh Gas Power Corporation Limited. Shri.A.P.V.N.Sarma does not hold any shares in e Company. 8. Shri.M.B.N.Rao aged 62 years, a graduate in agriculture and holding diploma of ACIB (London) FIIB, MSIM, DCS (CAMBRIDGE) IDCS (UK), joined Indian Bank as Probationary Officer in e year 1970 and held senior positions in e Bank. Shri.M.B.N.Rao held e position of Chairman & Managing Director of Indian Bank and later on became Chairman & Managing Director of Canara Bank before retiring in e 5

6 year Shri.M.B.N.Rao has in-dep knowledge and experience in Banking & Finance, Economics and oer related sectors including International Banking. Shri.M.B.N.Rao is in e Board of e following Companies ; BEML Limited, E.I.D.Parry (India) Limited, Madras Cements Limited, TAJ GVK Hotels & Resorts Limited, Electrosteel Castings Limited, Cholamandalam Investment and Finance Limited, Franklin Templeton Asset Management(India) Pvt. Ltd, MMTC-PAMP India Pvt. Limited, Healnet Global Pvt. Limited, Apollo Munich Heal Insurance Company Limited, S.S. Inclusive Development Finance Pvt. Limited, NLC Tamilnadu Power Limited, Indian Clearing Corporation Limited, Lanco Power Limited and S.S.Human Development Foundation. Shri.M.B.N.Rao is a Member of e Audit Committee of BEML Limited, Cholamandalam Investment and Finance Company Limited, EID Parry (India) Limited, Taj GVK Hotels & Resorts Limited and Electrosteel Castings Limited. Shri.M.B.N.Rao is e Chairman of e Audit Committee of Apollo Munich Heal Insurance Company Limited, Indian Clearing Corporation Limited, Lanco Power Limited and NLC Tamilnadu Power Limited. Shri.M.B.N.Rao does not hold any shares in e Company. 9. Shri.M.M.Sharma, aged 62 years is a graduate in Mining Engineering and holder of First Class Manager Certificate (Coal & Metal). Shri.M.M.Sharma began his career in Coal India Limited in e year 1971 and had held many senior positions. Shri.M.M.Sharma later joined as Deputy Director (Mines Safety), Government of India and retired as Director General of Mines Safety. Shri.M.M.Sharma is not in e Board of any Company and does not hold any shares in e Company. 10. Shri.V.Murali, aged 51 years, is a graduate in Commerce and Fellow Member of Institute of Chartered Accountants of India and Associate of Institute of Cost and Works Accountants of India. Shri.V.Murali is a Practicing Chartered Accountant. Shri.V.Murali has auored many books and published many articles related to e profession and is holding important positions in various social organisations and various Chamber of Commerce and Industry and oer professional bodies. Shri.V.Murali is in e Board of State Bank of Hyderabad and MSE Financial Services Limited and is e Chairman of Audit Committee of ese Companies. Shri.V.Murali does not hold any shares in e Company. 11. Shri.R.K.Mishra, aged 62 years, is a Post Graduate in Commerce and has done Ph.D. Shri.R.K.Mishra is an academician and is presently Director, Institute of Public Enterprise, Hyderabad. Shri.R.K.Mishra has specialised in Financial Management, Corporate Governance, Corporate Social Responsibility, Performance Management and Public Enterprise Management. Shri.R.K.Mishra has auored several books related to e profession. Shri.R.K.Mishra is in e Board of Fertilizers & Chemicals Travancore Limited, Bharat Dynamics Limited and is also a Member of Audit Committee of Fertilizers & Chemicals Travancore Limited, Bharat Dynamics Limited. Shri.R.K.Mishra does not hold any shares in e Company. 12. Dr.N.Sundaradevan, aged 58 years, is a Post Graduate in Chemistry and has done Ph.D. Dr.N.Sundaradevan is a member of Indian Administrative Service and has held various important positions in Government of Tamilnadu and is presently serving as e Principal Secretary to Government of Tamilnadu, Industries Department. Dr.N.Sundaradevan does not hold any shares in e Company. Dr.N.Sundaradevan is in e Board of following Companies and is not a member in any of e Subcommittee of Directors of e said Companies. TITAN Industries Limited, Tamilnadu Petro Products Limited, Tamilnadu Industrial Development Corporation Limited, TIDEL Park Limited, Tamilnadu Newsprint and Papers Limited, State Industries Promotion Corporation of Tamilnadu Limited, Nilakkottai Food Park Limited, Tamilnadu Generation and Distribution Corporation Board, Tamilnadu Transmission Corporation Limited, Tamilnadu Industrial Explosives Limited and Tamilnadu Trade Promotion Organisation. 6

2. To confirm the interim dividend of `6/- per Equity share of `10/- each as the final dividend for the financial year ended 31 st March, 2018.

2. To confirm the interim dividend of `6/- per Equity share of `10/- each as the final dividend for the financial year ended 31 st March, 2018. NOTICE OF 22 ND ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 22 nd Annual General Meeting of the Members of ITC Infotech India Limited will be held at the Science City, Seminar Hall, JBS Haldane