Indraprastha Gas : IGL - AGM Notice 2021

Notice

INDRAPRASTHA GAS LIMITED

Regd. office: IGL Bhawan, Plot No. 4, Community Centre,

Sector - 9, R.K. Puram, New Delhi-110022

CIN: L23201DL1998PLC097614, Website: www.iglonline.net

Email: [e-mail], Tel No.: 011-46074607, Fax No.: 011-26171863

NOTICE

Notice is hereby given that the 22nd Annual General Meeting of Indraprastha Gas Limited will be held on Tuesday, September 28, 2021 at 11:30 a.m. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2021, (b) the Audited Consolidated Financial Statements for the financial year ended March 31, 2021; and the reports of the Board of Directors and the Statutory Auditor and the comments of Comptroller & Auditor General of India thereon.
2. To declare a Dividend on equity shares for the financial year ended March 31, 2021.
3. To appoint a Director in place of Shri Asit Kumar Jana, who retires by rotation, and being eligible, offers himself for re-appointment.
4. To authorize Board of Directors of the Company to fix remuneration of the Statutory Auditor of the Company in terms of the provisions of Section 142 of the Companies Act, 2013 and to pass the following Resolution as an Ordinary Resolution:
   "RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to decide and fix the remuneration of the Statutory Auditor of the Company to be appointed by Comptroller and Auditor General of India for the Financial Year 2021-22."

SPECIAL BUSINESS

1. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:
   "RESOLVED THAT Shri Arun Kumar Singh (DIN: 06646894), who was appointed as an Additional Director by the Board of Directors and who holds office upto the date of this Annual General Meeting and in respect of whom, the Company has received a notice in writing from a member pursuant to the provisions of Section 160 of the Companies Act, 2013, be and is hereby, appointed as a Director of the Company, liable to retire by rotation."
2. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:
   "RESOLVED THAT Shri Rakesh Kumar Jain (DIN: 08788595), who was appointed as an Additional Director by the Board of Directors and who holds office upto the date of this Annual General Meeting and in respect of whom, the Company has received a notice in writing from a member pursuant to the provisions of Section 160 of the Companies Act, 2013, be and is hereby, appointed as a Director of the Company, liable to retire by rotation."
3. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:
   "RESOLVED THAT Shri Ashish Kundra (DIN: 06966214), who was appointed as an Additional Director by the Board of Directors and who holds office upto the date of this Annual General Meeting and in respect of whom,

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Indraprastha Gas Limited

the Company has received a notice in writing from a member pursuant to the provisions of Section 160 of the Companies Act, 2013, be and is hereby, appointed as a Director of the Company, liable to retire by rotation."

8. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022, be paid the remuneration as set out in the statement annexed to the Notice convening this Meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

9. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, and subject to any modification(s) and re-enactment thereof, consent of the members be and is hereby accorded to ratify the contract for purchase of Non-APM gas for NCT of Delhi, at a price determined by Government of India from time to time, amounting to Rs. 617.38 Crores, with its related party i.e. GAIL (India) Limited (Nominee of Government of India), during the period April 1, 2020 to March 31, 2021.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds, matters and things that may be necessary, proper, expedient or incidental thereto for the purpose of giving effect to this Resolution."

	By Order of the Board
	Sd/-
Place : New Delhi	(S. K. Jain)
Date : August 26, 2021	Company Secretary

Notes:

1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020 and January 13, 2021 (collectively referred to as "MCA Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC/ OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC/OAVM. The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.
2. The explanatory statement pursuant to

Section 102 of the Companies Act, 2013, for items 4 to 9 is annexed hereto.

3. As the AGM shall be conducted through VC/OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

1. The Register of members and Share Transfer Books of the Company will remain closed from September 18, 2021 to September 28, 2021 (both days inclusive) for the purpose of ascertaining the eligibility for payment of dividend.
2. The dividend payable on equity shares, if approved by the members, will be paid to those members whose names appear on the Company's Register of members and as per beneficial owners' position received from NSDL & CDSL as at the close of September 17, 2021.
3. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode). A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by uploading the documents in https:// ris.kfintech.com/form15latest by September 15, 2021.

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Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by uploading the documents in https:// ris.kfintech.com/form15The aforesaid declarations and documents need to be submitted by the shareholders latest by September 15, 2021.

1. In compliance with the aforesaid MCA and SEBI Circulars, Notice of the AGM along with the Annual Report 2020- 21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.iglonline.net, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively, and on the website of Kfin Technologies Pvt. Ltd. - https://www.evoting. kfintech.com
2. Members holding shares in physical form are requested to notify change in their address, if any, quoting folio number to Registrar and Transfer Agents (RTA) at M/s Kfin Technologies Pvt. Ltd, KFintech Selenium Tower B, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500032.
3. Members are requested to notify any change of Address/ Bank Account Number:
4. 1. To the Company's Registrar in respect of their physical share folios; and
   2. To their Depository Participants (DPs) in respect of their Electronic Demat Accounts as the Company is obliged to print the Bank details on the dividend warrant as furnished by NSDL/ CDSL.
5. Members may correspond with the RTA /Company to claim dividends, which remain unclaimed. In this regard, members are requested to note that dividends not encashed or claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, will be transferred to the Investor Education and Protection Fund (IEPF). Shares on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF as per Section 124 of the Act, and the applicable rules.

Notice

1. In exercise of powers conferred by Section 139 of the Companies Act, 2013, the Comptroller and Auditor General of India has to appoint Statutory Auditors of the Company for the FY 2021-22.
2. The Company has appointed M/s KFin Technologies Private Limited ("KFIN"), Registrar and Transfer Agents of the Company, to provide the VC/ OAVM facility for conducting the AGM electronically and for voting through remote e-voting or through e-voting at the AGM.
3. The Board of Directors has appointed Shri V. K. Sharma, Company Secretary in practice as the Scrutinizer, for conducting the remote e-voting process and poll in a fair and transparent manner. Body corporates are entitled to appoint authorized representative(s) to attend the AGM through VC/ OAVM and to cast their votes through remote e-voting/e-voting at the AGM. In this regard, the body corporates are required to send a certified copy of the Board Resolution/ Authorization Letter/ Power of Attorney authorising their representative(s) to attend the meeting and vote on their behalf through e-voting. The said resolution/ letter/ power of attorney shall be sent by the body corporate through its registered e-mail id to the Scrutinizer at [e-mail] a copy marked to [e-mail](KFIN's id).
4. The facility for joining the AGM shall open 15 minutes

before the time scheduled for AGM and it will close after the expiry of 15 minutes from the time scheduled for AGM. The facility will be available to the Members on first-come-first-served basis. Large shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel and Auditors are allowed to attend the AGM without restriction on first-come-first- served basis.

1. Members who would like to express their views or ask questions during the AGM may register themselves by logging on tohttps://emeetings.kfintech.comand clicking on the 'Speaker Registration' option available on the screen after log in. The Speaker Registration will be open during September 23, 2021 to September 24, 2021. Only those members who are registered will be allowed to express their views or ask questions. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the AGM.
2. Members attending the AGM through VC/ OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

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Indraprastha Gas Limited

1. All the documents referred to in the accompanying notice and the statement pursuant to Section 102 (1) of the Companies Act, 2013 shall be available for inspection through electronic mode. Members are requested to write to the Company [e-mail] inspection of said documents; and
   The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 will be available during the AGM for inspection in the electronic mode at https:// emeetings.kfintech.com.
2. In case of any query pertaining to e-voting, please visit Help & FAQs section available at KFIN website (https:// evoting.karvy.com). In case of any other queries / grievances connected to remote e-voting or shares, you may contact Mr. Raj Kumar Kale of KFIN, at rajkumar. [e-mail] at email: [e-mail].
3. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting through electronic means. Instructions and other related information for e-voting is provided herein below. Further, the Company will also send communication relating to remote e-voting which inter alia would contain details about user ID and password along with copy of this Notice to the members separately.
4. Voting through electronic means:
5. 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, (hereinafter referred as "the Rules"), as amended and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has made necessary arrangements for remote e-voting facility to its members to enable them to cast their votes electronically.
   2. Members are requested to carefully read the instructions for remote e-voting before casting their vote.
   3. The remote e-voting period will commence at 9.00 AM on September 25, 2021 and will end at 5.00 PM on September 27, 2021.
   4. The cut-off date (i.e. the record date) for the purpose of remote e-voting or poll is September 21, 2021. 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, i.e. September 21, 2021 shall be entitled to avail the facility of remote e-voting/Ballot Paper.
   5. The procedure and instructions for remote e-voting are as under:

PROCEDURE FOR REMOTE E-VOTING

1. In pursuant to SEBI circular no. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 9, 2020 on "e-voting facility provided by Listed Companies", e-voting process has been enabled to all the individual demat account holders, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants (DPs) in order to increase the efficiency of the voting process.
2. Individual demat account holders would be able to cast their vote without having to register again with the Voting service provider thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.
3. Any person holding shares in physical form and non- individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@Kfintech. com. However, if he / she is already registered with KFintech for remote e-voting then he /she can use his / her existing User ID and password for casting the vote.
4. In case of individual shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under "Login method for remote e-voting and joining virtual meeting for Individual shareholders holding securities in demat mode."
5. The details of the process and manner for remote e-voting and e-AGM are explained herein below:
   Step 1: Access to Depositories e-voting system in case of individual shareholders holding shares in demat mode.
   Step 2: Access to KFintech e-voting system in case of shareholders holding shares in physical and non- individual shareholders in demat mode.
   Step 3: Access to join virtual meetings (e-AGM) of the Company on KFin system to participate e-AGM and vote at the AGM.

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Notice

Details on Step 1 are mentioned below:

1. Login method for remote e-voting for Individual shareholders holding securities in demat mode.

Type of shareholders	Login Method
Individual Shareholders holding	1.	User already registered for IDeAS facility:
securities in demat mode with		(i)	Visit URL:https://eservices.nsdl.com
NSDL
		(ii)	Click on the "Beneficial Owner" icon under "Login" under 'IDeAS' section.
		(iii) On the new page, enter User ID and Password. Post successful
			authentication, click on "Access to e-voting".
		(iv) Click on Company name or e-voting service provider and you will be re-
			directed to e-voting service provider website for casting the vote during the
			remote e-voting period.
	2. User not registered for IDeAS e-Services
		(i)	To register click on link : https://eservices.nsdl.com
		(ii)	Select "Register Online for IDeAS" or click at https://eservices.nsdl.com/
			SecureWeb/IdeasDirectReg.jsp
		(iii) Proceed with completing the required fields.
		(iv) Follow steps given in points 1.
	3. Alternatively by directly accessing the e-voting website of NSDL
		(i)	Open URL:https://www.evoting.nsdl.com/
		(ii)	Click on the icon "Login" which is available under 'Shareholder/Member'
			section.
		(iii) A new screen will open. You will have to enter your User ID (i.e. your
			sixteen digit demat account number held with NSDL), Password / OTP and
			a verification code as shown on the screen.
		(iv) Post successful authentication, you will requested to select the name of
			the company and the e-voting service provider name, i.e. KFintech.
		(v)	On successful selection, you will be redirected to KFintech e-voting page
			for casting your vote during the remote e-voting period.
Individual Shareholders holding	1.	Existing user who have opted for Easi / Easiest
securities in demat mode with		(i)	Visit URL: https://web.cdslindia.com/myeasi/home/login or
CDSL
			URL: www.cdslindia.com
		(ii)	Click on New System Myeasi
		(iii) Login with your registered user id and password.
		(iv) The user will see the e-voting Menu. The Menu will have links of ESP i.e.
			KFintech e-voting portal.
		(v)	Click on e-voting service provider name to cast your vote.
	2. User not registered for Easi/Easiest
		(i)	Option to register is available at
		(ii)	https://web.cdslindia.com/myeasi/Registration/EasiRegistration
		(iii) Proceed with completing the required fields.
		(iv) Follow the steps given in point 1

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