Everest Kanto Cylinder Ltd

1. To consider and adopt the audited Balance Sheet as at 31st March, 2015, and the Profit and Loss Account and the Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and of the Auditors thereon.

2. To appoint a Director in place of Mr. Puneet Khurana (DIN: 00004074) who retires by rotation and, being eligible, offers himself for re-appointment.

3. To ratify the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants, as the Statutory Auditors at the 35th Annual General Meeting and 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 139 of the Companies Act, 2013 and the Rules made thereunder, the appointment of M/s Walker Chandiok & Co. LLP., Chartered Accountants, (Firm Registration Number 001076N) as the Statutory Auditors of the Company at the 35th Annual General Meeting be and is hereby ratified.”

4. To appoint M/s. Arun Arora & Co., Chartered Accountants, as the Branch Auditors and to fix their remuneration and 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 143(8) of the Companies Act, 2013 and the Rules made thereunder, M/s. Arun Arora & Co., Chartered Accountants, (Firm Registration Number A - 12018) be and are hereby re-appointed as the Branch Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors.”

SPECIAL BUSINESS:

5. To consider and, if thought fit, to pass, with or without modification(s), if any, the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 read with Schedule IV to the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreements, Mrs. Uma Acharya (DIN: 07165976) appointed as an Additional (Independent) Director of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and, being eligible, offers herself for appointment as an Independent Director and in respect of whom the Company has received a notice in writing from a member, along with the requisite deposit, pursuant to the provisions of section 160 of the Companies Act, 2013, signifying his intention to propose the candidature of Mrs. Uma Acharya for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of five years from this date.”

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. M. N. Sudhindra Rao (DIN: 01820347) appointed as an Additional (Independent) Director of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and, being eligible, offers himself for appointment and in respect of whom the Company has received a notice in writing from a member, along with the requisite deposit, pursuant to the provisions of section 160 of the Companies Act, 2013, signifying his intention to propose the candidature of Mr. M. N. Sudhindra Rao for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, and to hold office for a term of five years from this date.”

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

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, remuneration of ' 150,000 (Rupees One Lakh Fifty Thousand Only) plus Service Tax and Out-Of-Pocket Expenses of Mr. Vinayak B. Kulkarni, Cost Accountant, [Membership No. 28559], appointed by the Board of Directors as the Cost Auditors of the Company for the financial year 2015-16, fixed by the Board of Directors on the recommendation of the Audit Committee, be and is hereby ratified and confirmed.”

8. To consider and, if thought fit, to pass, with or without modification(s), if any, the following resolution as a Special Resolution:

"RESOLVED THAT subject to the provisions of section 186 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder, investment by way of equity share capital up to ' 500,000 (Rupees Five Lakh Only) in EKC Positron Gas Limited be and is hereby approved.”

RESOLVED FURTHER THAT the Board of Directors of the Company is hereby authorised to decide the terms and conditions and all other matters related to the aforesaid investment.”