NELCO Ltd

The SEVENTY FIRST ANNUAL GENERAL MEETING OF NELCO LIMITED will be held on Wednesday, the 22^nd January 2014 at 3.00 p.m. at Ebony, Hotel Regenza By Tunga, Ground Floor, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703 to transact the following business:-

1. To receive, consider and adopt the Audited Statement of Profit & Loss for the year ended 30th September, 2013 and the Audited Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. R. R. Bhinge who retires by rotation and is eligible for re-appointment.

3. To appoint a Director in place of Mr. V. K. Deshpande who retires by rotation and is eligible for re-appointment.

4. To appoint a Director in place of Mr. P. K. Ghose who retires by rotation and is eligible for re-appointment.

5. To appoint Auditors and fix their remuneration.

6. Appointment of Mr. Sanjay Dube as Director

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

"RESOLVED THAT Mr. Sanjay Dube, who was appointed by the Board of Directors as an Additional Director of the Company with effect from 6^th June 2013 and who holds office upto the date of the forthcoming Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 and Article 125 of the Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a Member proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company."

7. Appointment of Mr. R. Savoor as Director

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

"RESOLVED THAT Mr. R. Savoor, who was appointed by the Board of Directors as an Additional Director of the Company with effect from 20^th September 2013 and who holds office upto the date of the forthcoming Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 and Article 125 of the Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a Member proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company."

8. Appointment of Mr. K. Raghuraman as Director

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

"RESOLVED THAT Mr. K. Raghuraman, who was appointed by the Board of Directors as an Additional Director of the Company with effect from 20^th September 2013 and who holds office upto the date of the forthcoming Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 and Article 125 of the Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a Member proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company."

9. Appointment of Mr. K. Ramachandran as Director

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

"RESOLVED THAT Mr. K. Ramachandran, who was appointed by the Board of Directors as an Additional Director of the Company with effect from 1^st October 2013 and who holds office upto the date of the forthcoming Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 and Article 125 of the Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a Member proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company."

Notes:

(a) The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the business as set out in Item Nos. 6 to 9 above and the relevant details of the Directors seeking appointment/ re-appointment under item nos. 2 to 4 and 6 to 9 above as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges, are annexed hereto.

(b) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. Proxies in order to be effective, should be duly stamped, completed, signed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

(c) Corporate Members intending to nominate their authorized representatives to attend the Annual General Meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

(d) In case of joint holders attending the Meeting, the joint holder who is higher in the order of names will only be entitled to vote.

(e) The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 8th January, 2014 to Friday, 10th January 2014 (both days inclusive).

(f) Members are requested to notify immediately any change in their addresses and/or bank mandate details to the Company’s Registrars and Share Transfer Agents for shares held in physical form and to their respective Depository Participants for shares held in electronic form.

(g) Consequent upon the amendment of Section 205A of the Act and introduction of Section 205C by the Companies (Amendment) Act, 1999, the amount of dividend declared for the financial years upto 2005-06 which remained unclaimed /unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company has been transferred to the Investor Education and Protection Fund ("the Fund") set up by the Government of India and no payments shall be made in respect of any such claims by the Fund.

Members who have not yet encashed their dividend warrant(s) for the financial year ended 2008-09, 2009-10 and 2011-12 are requested to make their claims to the Company accordingly without any delay.

(h) Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the meeting.

(i) As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their copies to the Meeting.

(j) It is recommended that the Members should convert their physical holdings into demat holdings. Holding shares in demat form helps Members to get immediate transfer of shares. No stamp duty is payable on transfer of shares held in demat form and risks associated with physical certificates such as forged transfers, fake certificates and bad deliveries are avoided. The Members should consolidate their shareholding held in multiple folios. This facilitates one-stop tracking of all corporate benefits on the shares and would reduce time and efforts required to monitor multiple folios.

(k) Members desirous of receiving Notice/Annual Report in electronic form may please register their consent on csg-unit@tsrdarashaw.com