BGR Energy Systems Ltd

BGR ENERGY SYSTEMS LIMITED

Notice is hereby given that the 27^th Annual General Meeting of the Members of BGR Energy Systems Limited will be held at the Registered Office at A-5, Pannamgadu Industrial Estate, Ramapuram Post, Sullurpet Taluk, Nellore District, Andhra Pradesh - 524 401 at 3.00 p.m. on Wednesday, September 25, 2013 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2013, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

2. To declare a dividend on equity shares.

3. To appoint a director in the place of Mrs.Sasikala Raghupathy, who retires by rotation and being eligible, offers herself for re-appointment.

4. To appoint a director in the place of Mr. Heinrich Bohmer, who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint a director in the place of Mr. A.Swaminathan, who retires by rotation and being eligible, offers himself for re-appointment.

6. To appoint Auditors of the company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting and to fix their remuneration.

SPECIAL BUSINESS

7. To consider and, if deemed fit, to pass the following resolution, with or without modification, as an Ordinary Resolution:

"RESOLVED that Mr. K.Chandrashekhar, in respect of whom the Company has received a notice in writing from a member proposing him as a candidate for the office of Director under Section 257 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company and he is liable to retire by rotation."

8. To consider and, if deemed fit, to pass the following resolution, with or without modification, as an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, if any of the Companies Act, 1956 ("the Act") read with Schedule XIII of the Act (including statutory modification thereof for the time being in force) and subject to the approval of the Central Government, if required under the Act, the approval of the shareholders is hereby granted for the appointment of Mr. K. Chandrashekhar to the office of Whole Time Director of the Company, for a period of 5 (Five) years with effect from November 1, 2012 on the terms and conditions as set out below and that the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the said appointment and remuneration within the overall limits as prescribed in Schedule XIII of the Companies Act, 1956 and as may be amended from time to time."

A. Designation : Director - Projects

B. Remuneration

C. The allowances and perquisites include the following:

(i) House rent allowance

(ii) Education allowance

(iii) Fuel and car maintenance reimbursement

(iv) Medical reimbursement for self and family

(v) Telephone at residence and mobile phone

(vi) Leave travel Allowance

(vii) Attire reimbursement

(viii) Driver salary reimbursement

(ix) Other permissible allowances and reimbursements as per rules of the Company.

D. Performance Linked Incentive :

The appointee shall be entitled to a performance linked incentive of Rs. 45,00,000 (Rupees Forty five lakhs only) per annum. The Board shall determine the standards of performance and evaluation criteria on an annual basis.

The standards so determined by the Board may include the following:

(a) Execution of contracts of the Company

(b) Sales achieved for each financial year (Revenue recognised as per Accounting Standard 7)

(c) Achievement of budget contribution, EBIDTA and profit before tax

(d) Collection of receivables / debts

(e) Completion of project milestones

(f) Human resources management.

The allowances and perquisites shall be evaluated, wherever applicable, as per the Income Tax Act, 1961 and rules made thereunder. In the absence of such rules, they shall be evaluated at actual cost. However, company's contribution to provident fund, gratuity fund and encashment of leave to the extent, singly or together which are not taxable, shall not be included in the computation of limits for the remuneration.

E. Minimum Remuneration:

The Chairman shall have the power and authority to vary, modify or alter the designation and remuneration determined hereinabove; provided however that the designation and remuneration so varied, modified or altered shall be in compliance with the provisions of the Articles of Association and within the ceilings and limits and in compliance with the conditions contained in the Schedule XIII of the Companies Act, 1956.

During the term of the appointment, where in any financial year during the tenure of Mr. K. Chandrashekhar, the Company incurs loss or its profits are inadequate, the Company shall pay to Mr. K. Chandrashekhar the above remuneration by way of salary, perquisites and performance linked incentive as minimum remuneration, subject however to the limits specified under Section II, Part II of Schedule XIII to the Companies Act, 1956.

The aggregate remuneration inclusive of salary, ex-gratia/ bonus, allowances, perquisites, performance linked incentive and other benefits taken together in respect of Mr.K. Chandrashekhar, shall always be subject to the overall ceiling laid down in Sections 198, 269 and 309 and other applicable provisions of the Companies Act, 1956.

"FURTHER RESOLVED that the Board be and is hereby authorized to do all such acts, deeds and execute all such documents in writing, as may be required and to delegate all or any of its power herein conferred to any Committee of Directors."

9. To consider and, if deemed fit, to pass the following resolution, with or without modification, as an Ordinary Resolution;

"RESOLVED that Ms. Swarnamugi Karthik, in respect of whom the Company has received a notice in writing from a member proposing her as a candidate for the office of Director under Section 257 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company and she is liable to retire by rotation."

10. To consider and, if deemed fit, to pass the following resolution, with or without modification, as an Ordinary Resolution;

"RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, if any of the Companies Act, 1956 ("the Act") read with Schedule XIII of the Act (including statutory modification thereof for the time being in force) and subject to the approval of the Central Government, if required under the Act, the approval of the shareholders is hereby granted for the appointment of Ms. Swarnamugi Karthik, to the office of Whole Time Director of the Company, for a period of 5 (Five) years with effect from February 08, 2013 on the terms and conditions as set out below and that the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the said appointment and remuneration within the overall limits as prescribed in Schedule XIII of the Companies Act, 1956 and as may be amended from time to time."

A. Designation : Director - Corporate Strategy

B. Role and Responsibility :

Subject to the superintendence, guidance and control of the Board of Directors and Chairman, Ms. Swarnamugi Karthik will be responsible to formulate strategies and for creating environment to enable operational excellence, productivity, strategic planning and achievement of corporate goals. Ms. Swarnamugi Karthik shall also perform such other functions and duties as shall, from time to time, be entrusted to her by the Board and / or Chairman.

C. Remuneration :

D. The allowances and perquisites include the following:

i) House rent allowance

ii) Education allowance

iii) Fuel and car maintenance reimbursement

iv) Medical reimbursement for self and family

v) Telephone at residence and mobile phone

vi) Leave travel Allowance

vii) Attire reimbursement

viii) Driver salary reimbursement

ix) Other permissible allowances and reimbursements as per rules of the Company.

The allowances and perquisites shall be evaluated, wherever applicable, as per the Income Tax Act, 1961 and rules made thereunder. In the absence of such rules, they shall be evaluated at actual cost. However, Company's contribution to provident fund, gratuity fund and encashment of leave to the extent, singly or together which are not taxable, shall not be included in the computation of limits for the remuneration.

E. Minimum Remuneration:

The Chairman shall have the power and authority to vary, modify or alter the designation and remuneration determined hereinabove; provided however that the designation and remuneration so varied, modified or altered shall be in compliance with the provisions of the Articles of Association and within the ceilings and limits and in compliance with the conditions contained in the Schedule XIII of the Companies Act, 1956.

During the term of the appointment, where in any financial year during the tenure of Ms. Swarnamugi Karthik, the Company incurs loss or its profits are inadequate, the Company shall pay to Ms. Swarnamugi Karthik the above remuneration by way of salary, perquisites as minimum remuneration, subject however to the limits specified under Section II, Part II of Schedule XIII to the Companies Act, 1956.

The aggregate remuneration inclusive of salary, ex-gratia / bonus, allowances, perquisites and other benefits taken together in respect of Ms. Swarnamugi Karthik, shall always be subject to the overall ceiling laid down in Sections 198, 269 and 309 and other applicable provisions of the Companies Act, 1956.

"FURTHER RESOLVED that the Board be and is hereby authorized to do all such acts, deeds and execute all such documents in writing, as may be required and to delegate all or any of its power herein conferred to any Committee of Directors."

11. To consider and, if deemed fit, to pass the following resolution, with or without modification, as a Special Resolution ;

"RESOLVED that pursuant to the provisions of Section 314 (1) (b) and other applicable provisions, if any, of the Companies Act, 1956 ("the Act"), the consent of the Company be and is hereby accorded to the remuneration paid to Ms.Vaani Raghupathy as per the details given below and the Board of Directors be and is hereby further authorized to revise her remuneration as may be necessary from time to time; provided however that the remuneration so payable to Ms. Vaani Raghupathy shall not exceed Rs. 2,50,000/- (Rupees Two lakhs and fifty thousand only) per month except with prior approval of the Central Government under Section 314 (1B) of the Companies Act, 1956."

12. To consider and, if deemed fit, to pass the following resolution, with or without modification, as an Ordinary Resolution;

"RESOLVED that in partial modification of the resolution passed at the Annual General Meeting of the Company held on September 24, 2010 and in accordance with the provisions of Sections 198, 269, 309 and 310 and other applicable provisions of the Companies Act, 1956 and subject to Schedule XIII of the said Act (including any statutory modification thereof, for the time being in force), the approval of the shareholders be and is hereby accorded to the following variation of remuneration payable to Mr. V.R. Mahadevan, Director - Technologies & HR for the period from June 01, 2011 to May 31, 2012 and with effect from June 01, 2012 for the remainder of the current term of appointment."

"RESOLVED FURTHER that all other terms and conditions of appointment / remuneration of Mr. V.R. Mahadevan, Director - Technologies & HR as approved by the members at the Annual General Meeting held on September 24, 2010 shall remain unaltered."

13. To consider and, if deemed fit, to pass the following resolution, with or without modification, as an Ordinary Resolution;

"RESOLVED that in partial modification of the resolution passed at the Annual General Meeting of the Company held on September 24, 2010 and in accordance with the provisions of Sections 198, 269, 309 and 310 and other applicable provisions of the Companies Act, 1956 and subject to Schedule XIII of the said Act (including any statutory modification thereof, for the time being in force), the approval of the shareholders be and is hereby accorded to the following variation of remuneration payable to Mr. A. Swaminathan, Director - Sales & Marketing for the period from February 05, 2011 to February 04, 2012 and with effect from February 05, 2012 for the remainder of the current term of appointment."

"RESOLVED FURTHER that all other terms and conditions of appointment / remuneration of Mr. A.Swaminathan, Director - Sales & Marketing as approved by the members at the Annual General Meeting held on September 24, 2010 shall remain unaltered".