Notice is hereby given that the 20th Annual General Meeting of the Members ofthe Company will be held at its Registered Office at Harangi Hydroelectric ProjectVillage - Hulugunda Taluka - Somawarpet District - Kodagu Karnataka - 571 233 onTuesday the 29th day of September 2015 at 01:30 P.M. to transact the followingbusinesses:
ORDINARY BUSINESSES :
To consider and adopt the Audited standalone and consolidated Financial Statements ofthe Company for the financial year ended on 31st March 2015 along with the Reports of theBoard of Directors and Auditors thereon.
To declare dividend for the financial year ended on 31st March 2015.
To appoint a Director in place of Mr. Amar Singh (DIN : 00165567) who retires byrotation at this Annual General Meeting and being eligible has offered himself forre-appointment.
To ratify the appointment of the Auditors and to fix their remuneration. In thisregard to consider and if thought fit to pass with or without modification(s) thefollowing as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 139(9) and 142(1) andall other applicable provisions of the Companies Act 2013 read with the Rules madethereunder the Company hereby ratifies the appointment of M/s. Lodha & Co. CharteredAccountants 14 Government Place East Kolkata - 700 069 (Firm Registration No. 301051E)as Auditors of the Company to hold office from the conclusion of this Annual GeneralMeeting till the conclusion of 21st Annual General Meeting to be held in 2016 and theBoard of Directors be and is hereby authorized to fix such remuneration for the financialyear 2015-16 as may be recommended by the Audit Committee in consultation with theAuditors plus reimbursement of out-of-pocket expenses actually incurred by the Auditors atthe time of performing their duties."
SPECIAL BUSINESSES :
Remuneration of Cost Auditors
To approve the remuneration of the Cost Auditors for the financial year ending on 31stMarch 2016 and in this regard to consider and if thought fit to pass with or withoutmodification(s) the following as an Ordinary Resolution :
"RESOLVED THAT pursuant to the provisions of Section 148 and all otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the Company hereby ratifies the remuneration of M/s. N. RadhaKrishnan & Co. Cost Auditors appointed by the Board of Directors to conduct the auditof the cost records of the Company for the financial year ending on 31st March 2016 at aremuneration of ' 40000 (Rupees forty thousand) only plus service tax and reimbursementof out of pocket expenses if any."
"RESOLVED FURTHER THAT the Board be and is hereby authorised to do all actsand take all such steps as may be necessary proper or expedient to give effect to thisresolution."
Appointment of Mr. Bijay Kumar Garodia Independent Director
To appoint Mr. Bijay Kumar Garodia (DIN: 00044379) as an Independent Director and inthis regard to consider and if thought fit to pass with or without modification(s) thefollowing as a Special Resolution :
"RESOLVED THAT pursuant to the provisions of Sections 149150152 and otherapplicable provisions if any of the Companies Act 2013 (the "Act") read withthe Companies (Appointment and Qualifications of Directors) Rules 2014 and Schedule IV tothe Act and Clause 49 of the Listing Agreement Mr. Bi ay Kumar Garodia (DIN 00044379)who was appointed as an Additional Director of the Company by the Board of Directors witheffect from 13th November 2014 in pursuance of Section 161(1) of the Act and whose termsof office expires at this Annual General Meeting and in respect of whom the Company hasreceived a notice in writing under
Section 160(1) of the Act from a member proposing his candidature for the office ofDirector be and is hereby appointed as an Independent Director of the Company to holdoffice for a term of five consecutive years up to 12th November 2019."
"RESOLVED FURTHER THAT pursuant to the provisions of section 149 197 andother applicable provisions of the Companies Act 2013 and the Rules made thereunder Mr.Bijay Kumar Garodia be paid such fees and remuneration as the Board may approve from timeto time and subject to such limits prescribed or as may be prescribed from time totime."
| ||By Order of the Board |
|Dated : 14th August 2015 ||For Energy Development Company Limited |
|Corporate Office : ||Sd/- |
|"EDCL House" ||Vijayshree Binnani |
|1A Elgin Road ||(Dy. Company Secretary) |
|Kolkata - 700 020 || |