ISGEC Heavy Engineering Ltd

Notice is hereby given that the 80th Annual General Meeting of the Shareholders of Isgec Heavy Engineering Limited will be held on Tuesday, February 11, 2014, at 12:00 noon at the office premises of Saraswati Sugar Mills Limited, Radaur Road, Yamunanagar-135001, Haryana, to transact the following business:

As Ordinary Business:

1. To receive, consider and adopt the Accounts and Reports of the Directors and Auditors for the year ended September 30, 2013.

2. To declare dividend on Equity Shares for the year ended September 30, 2013.

3. To appoint a Director in place of Mr. Tahir Hasan, who retires by rotation and is eligible for re-appointment.

4. To appoint a Director in place of Mr. Ranjit Puri, who retires by rotation and is eligible for re-appointment.

5. To appoint Auditors and to fix their remuneration.

As Special Business:

To consider and if thought fit, to pass with or without modification(s) the following resolution:-

As Special Resolution:

6. "RESOLVED AS A SPECIAL RESOLUTION that the Directors other than the Managing Director and the Whole Time Director, shall, with effect from October 1, 2014, be collectively paid a commission of 1% of the net profits of the Company computed in the manner referred to in sub-section (1) of Section 198 of the Companies Act, 1956, which shall be shared by each such Director equally;

Provided that if in any relevant financial year the amount of such commission exceeds Rs. 25,000/- per annum for each such Director, then each such Director shall be paid Rs. 25,000/- per annum instead of the amount determined on the basis of 1% of the net profits;

Provided further that if any such Director has held that office for a shorter period in any relevant year, he shall be paid the commission proportionately for that period;

Provided also that if after payment of remuneration to the Managing Director and Whole Time Director, the amount available as Directors’ remuneration in accordance with the provisions of Section 198 of the Companies Act, 1956, is smaller than any of the amounts mentioned heretofore, than such Director shall be entitled to that lesser amount to be shared on the above stipulated basis."

This resolution shall remain in force for a period of five years with effect from October 1, 2014.

Notes:

1. Proxy:

A member entitled to attend and vote is entitled to appoint a proxy to attend and vote in his/ her stead and a proxy need not be a member of the Company. Proxy, in order to be effective, must be received by the Company not less than 48 hours before the scheduled time of the meeting. A blank proxy form is annexed to the Annual Report.

2. Corporate shareholders and other incorporated bodies shareholders inter alia Trust, HUF, etc. intending to send their authorized representative to attend the meeting are requested to bring along with them, a certified true copy of resolution of the board of directors or its committee thereof/ power of attorney, authorizing such person to attend and vote on its behalf at the meeting.

3. The members/ proxies/ authorized representatives are advised to bring original photo identity for verification, if required.

4. Annual Report: Copy of the relevant Directors’ Report, Auditors’ Report and the Financial Statements are enclosed.

5. Book Closure:

The Register of Members and Share Transfer Books of the Company shall remain closed from February 1, 2014 to February 11, 2014 (both days inclusive).

6. Payment of Dividend:

The Dividend on Equity Shares for the year ended September 30, 2013, will be paid after declaration by the members:-

(i) In respect of shares held in physical form, to those members whose names appear on the Register of Members of the Company on February 11, 2014, after giving effect to all valid share transfers lodged with the Company on or before January 31, 2014.

(ii) In respect of shares held in electronic form, to those beneficial owners whose names appear in the statements of beneficial ownership furnished by National Securities Depository Limited and Central Depository Services (India) Limited as at the end of business on January 31, 2014.

7. Members holding shares in physical form are requested to notify and/ or send the following to Company’s Share Transfer Agent, M/s. Alankit Assignments Ltd., Alankit House, 2E/21, Jhandewalan Extn., New Delhi - 110055 (phone 011-42541234, 23541234) to facilitate better services :-

i) any change in their address; and

ii) share certificate(s) held in multiple accounts in identical names or joint names in the same order of names, for consolidation of such shareholdings into one account.

8. Pursuant to Section 109A of the Companies Act, 1956, a shareholder may nominate in the prescribed manner a person to whom his/ her shares of the Company shall vest in the event of his/ her death.

9. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, is annexed.