O PXIL Transforming Power Markets Notice is hereby given that the Extra-ordinary General Meeting of the Members of Power Exchange India Limited (PXIL) will be held on Friday, May 26, 2017 at 11.00 a.m. at the Registered Office of the Company, at the Conference room of PXIL, 5* Floor, Tower - 3, Equinox Business Park (Peninsula Techno Park), off BKC, L.B.S. Marg, Kurla (West), ‘Mumbai ~ 400 070 to transact the following special business: SPECIAL BUSINESS: 1. Rescission of the resolution passed by the Members in the EGM held on January 25, 2017 with respect to Voluntary Discontinuation and Closure of the Business Operations of the Company of running the power exchange To consider and, if thought fit, to pass with or without modification(s), the follo resolution as an Ordinary Resolution: “RESOLVED THAT the resolution No.1 passed at the Extra Ordinary General Meeting of the Members of the Company held on January 25, 2017 in respect of Voluntary Discontinuation and Closure of the Business Operations of the Company of running the power exchange be and is hereby rescinded. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby authorized to do all such acts, matters, deeds and things as it may in its absolute discretion deem necessary or desirable in connection with or incidental to giving effect to this resolution and to exercise requisite powers on behalf of the Company/Exchange to settle, as they may in their absolute discretion deem fit, any questions, difficulties or doubts that may arise in this regard.” 2, Appointment of Mr. Chandrashekhar Bhat as a ‘Manager’ under the provisions of Section 203 (1) () of Companies Act, 2013, To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions contained in Section 2(51)i), 2(63), 196, 197, 198, 203(1}() and all other applicable provisions, if any, of the Companies Act, 2013, (‘the Act”) read with Schedule V to the said Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) and as per the Articles of Association of the ‘Company and subject to such other approvals) or sanction(s) as may be required, consent and approval of the Members of the Company be and is hereby accorded for the appointment of Mr. Chandrashekhar Bhat as ‘Manager’ under the provisions of Section 203 (1) (i) of the Act, for a period of 1 (one) year w.e-f. December 15, 2016, on remuneration of Rs. 41.6 Lacs p.a. ‘on the terms and conditions including remuneration as set out in the explanatory statement annexed to the Notice of this meeting, RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution(s), the Board of Directors of the Company or a Committee thereof, be and is hereby authorized to take such actions and to give all such directions as may be necessary or desirable and also to settle any question or difficulty that may arise and further to do all such acts, deeds, matters a POWER EXCHANGE INDIA LIMITED 5" Foor, Tower 3, Equinox Business Park, (Peninsula Techno Park) Off BKC, LBS. Marg, Kula (W), Mumbai 400 079, india. Tel: +91 22 2653 0500 Fax: +81 22 2059 8517 info@pxilco.in www.powerexindia.com CIN: U74900MH2008PLC179152,O PXIL Transforming Power Markets and things and to execute all such deeds, documents, letters and writings as may be necessary, ble, or expedient for giving effect to this resolution.” Date: May 3, 2017 By Order of the Board of Directors Place: Mumbai For Power Exchange India Limited iya Bawant ‘Company Secretary ACS - 22268 NOTES: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself. A proxy need not be a member ofthe company. Proxies tobe effective must be received at the registered office of the company not less than 48 hours before the commencement of the ‘meeting. A person can act a5 a proxy on behalf of members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as @ proxy for any other member. 2. Membersiproxies should bring the attendance slips duly filled in and PHOTO ID proof for attending the meeting. 3. ‘The Statement setting out the material facts relating to Special Business at the meeting pursuant to Section 102 of the Companies Act, 2013 is annexed hereto, 4. Corporate members intending to send their authorized representatives to attend the meeting are requested 0 send to the Company a certified copy of the Board Resolution to the Company, authorizing their representative to attend and vote on their behalf at the meeting, 5. Electronic copy of the Notice convening the Extra Ordinary General Meeting of the Company, Attendance Slip and Proxy Form are being sent to the Members who have registered their email ids with the Company. For members who have not registered their e mail ids, physical copies of the aforementioned documents are being sent in the permitted mode, The Members, who have not registered their email ids so far, can register their email addresses with the Company by sending an email to: legal-secretarial@pxil.co.in for receiving all communications from the Company electronically. 6. A route map showing directions to reach the venue of the meeting is annexed with this Notice as per the requirements of the Secretarial Standards —2 on "General Meeting" 7. The Notice of Extra Ordinary General Meeting is also available on the Company's website www.powerexindia.com 8. As per the second proviso to Section 47(2) of the Companies Act, 2013, if dividend in respect of a class of preference shares has not been paid for a period of two years or more, stch class of preference shareholders have a right to vote on all the resolutions placed before the company. As PXIL has not paid dividend to 10% Cumulative - Optionally Convertible Redeemable Preference Shares (OCRPS) holders for a period of more than two years, the OCRPS holders are entitled to vote on all the resolutions proposed to be passed by the members of PXIL including the resolution proposed at the EGM. 2 POWER EXCHANGE INDIA LIMITED 5” Floor, Tower 3, Equinox Business Park, (Peninsula Techno Park) (Off BKC, B.S. Marg, Kurla (W), Mumbai 400 070, India. Tel: +91 22 2653 0500 Fax: +97 22 2659 8512 y@pxilco.in www.powerexindia.com CIN: U74900MH2008PLC179152PXIL Transforming Power Markets EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ‘ACT. 2013 Item No. 1 On December 14, 2016, the Company had received letters from the promoters viz. National Commodity and ‘Derivatives Exchange Limited (NCDEX) and NSE Strategic Investment Corporation Limited (NSICL) requesting the Company to take steps to close down the business of the Company. Accordingly, the Board in its meeting held on 15* December, 2016 principally approved the proposal subject to obtaining approval of the Members in the General Meeting. Accordingly, on January 25, 2017, an Extra Ordinary General Meeting (EGM) of the Members, ‘was called to seek the approval of the Members for voluntary discontinuation and closure of business operations of the Company. Since the Company had not paid dividend to the holders of 10% Cumulative ~ Optionally Convertible Redeemable Preference Shares (OCRPS) for more than 2 years; they were also entitled to vote on all the resolutions proposed to be passed by the members of the Company including the resolution proposed at the EGM as per the second proviso to Section 47(2) of the Companies Act, 2013. Hence, on the same day, a separate meeting of the holders of 10% ‘Cumulative OCRPS was also called to seek their approval on the said matter. On January 25, 2017, the Equity Shareholders as well as OCRPS holders approved the resolution in respect of voluntary discontinuation and closure of the business operations of the Company of running the power exchange. Subsequently, the promoters - NCDEX vide its letters no. NCDEX/CS-32/2017-2018/13 dated April 19, 2017 & NCDEX/CS-32/2017-2018/15 dated April 21, 2017 and NSICL vide its letter no NSICL/S7LD/3722 dated April 21, 2017, intimated to the Company their intention to sell their respective stake in the Company (Equity as well as OCRPS) to the prospective investors Copy of the letters received from the Promoters attached herewith as Annexure I, Il and II In view of the same, the Board at its meeting held on April 26, 2017, subject to the approval of ‘Members in the General Meeting, passed a resolution rescinding their earlier decision of voluntary discontinuation and closure of the business operations passed in their meeting held on December 15, 2016. Hence, the above proposal requires approval of the Members of the Company. Considering it as an ‘opportunity to revive PIL and also in the best interest of the Company, its employees and the Power Market as a whole, the Board of Directors recommends the proposed resolution for the approval of the Members. None of the Directors of the Company except Promoter Directors (viz. Mr. Yatrik Vin, Mr. M. G. Raoot, Mr. M. K. Ananda Kumar and Mr. Samir Kumar Miter), Key Managerial Personnel of the Company and their respective relatives are in any way, concerned or interested in the said resolution, Item No.2 ‘The Members may note that Mr. M. G. Raoot, the then Managing Director and CEO had vacated the office wef, June 30, 2016. The Nomination and Remuneration Committee and the Board of Directors of the Company in their meeting held on June 9, 2016, subject to the approval of Members in General Meeting, had approved the appointment of Mr. Yugal Kishore Sehgal as 3 POWER EXCHANGE INDIA LIMITED 5" Foor, Tower 3, Equinox Business Park, (Peninsula Techno Park) Off BKC, LB. S. Marg, Kurla (W), Mumbai 400.070, india. Tel: +91 22 2653 0500 Fax: +91 22 2659 8512 info@prilco.in www-powerexindia.com CIN: U74900MH2008PLC179152Transforming Power Markets Managing Director and CEO of the Company. However, due to the relieving issues in his current organization Mr. Sehgal could not assume the office. As per the provisions of Section 203 (4) of the Companies Act, 2013 (“the Act”), if the office of any whole time key managerial personnel is vacated, the resulting vacancy is required to be filled up by the Board at meeting of the Board within a period of six months from the date of such vacancy. Hence, as per the provisions of the Act, the new Managing Director and CEO was required to assume the office within a period of six months from the date of such vacancy ie. on or before December 31, 2016, {As per the Provisions of Section 203 (1) of Companies Act, 2013 the Companies having paid up share capital of Rupees Ten Crore or more need to have wile time key managerial personnel — () Managing Director, or Chief Executive Officer or Manager and in their absence, a Also, as per the provisions of Section 196 (1) of Companies Act, 2013, No Company shall appoint or employ at the same time a Managing Director and a Manager. Hence, cancelling appointment of Mr. Yugal Kishore Sehgal as Managing Director and CEO, the Nomination and Remuneration Committee and the Board of Directors of the Company at their meetings held on December 15, 2016, subject to the approval of the Members in general meeting, have appointed Mr. Chandrashekhar Bhat as the Manager under the provisions of Section 203 (I) (of the Act Companies Act, 2013 w.e-. December 15, 2016, for a period of 6 (six) months or till new Managing Director and CEO assumes the office, whichever is earlier, on remuneration of Rs41.6 Lacs p.a. (R5.20.8 Lacs for six months). The terms and conditions of his appointment as decided in the meeting of Board held on December 15, 2016 were as follows: 1. No change in the remuneration structure paid to him currently as VP (IT and BD) ie. Rs1.6 Lacs p.a. 2. His position as Manager will be vacated on joining of new MD and CEO. 3. No substantial powers will be given to him as a Manager. 4. Authorized to approve the contracts and to sign papers, documents etc. which are of routine nature and to do or perform various acts, deeds and things for the smooth functioning of the Exchange. Further, the Nomination and Remuneration Committee and the Board of Directors of the Company at their meetings held on April 26, 2017 further extended his term by another 6 months i. till December 14, 2017, on remuneration of Rs.41.6 Lacs p.a. The terms and conditions of his appointment as decided in the meeting of Board held on April 26, 2017 were as follows: |. No change in the remuneration structure paid to him currently as VP (IT and BD) i Rs1.6 Lacs pa. 2. No substantial powers will be given to him as a Manager. 3. Authorized to approve the contracts and to sign papers, documents etc. which are of routine nature and to do or perform various acts, deeds and things for the smooth functioning of the Exchange. ‘There is no revision in the remuneration paid to Mr. Chandrashekhar Bhat as Manager and he will be paid the same remuneration, which was being paid to him as VP (Information Technology & Business Development), PXIL i.e. Rs. 41.6 Lacs p.a. The remuneration payable to and the terms of 4 A ¢ ) POWER EXCHANGE INDIA LIMITED 5" Floor, Tower 3, Equinox Business Park, (Peninsula Techno Park) Off BKC, LBS. Marg, Kula (W), Mumbai 400 070, India. Tel: +91 22 2653 0500 Fax: +91 22 2659 8512 info@pxilco.in www.powerexindia.com CIN: U74900MH2008PLC179152,O PXIL wy) Transforming Power Markets appointment of Mr. Chandrashekhar Bhat as a Manager of the Company will comprise of salary, allowances and the other perquisites. Mr. Chandrashekhar Bhat, aged 53 years currently heads the IT & Business Development function at PXIL. He has been working with PXIL for more than 4 years. Chandrashekhar is a seasoned professional with over 25 years of diverse and significant work experience in power system operation, He has been closely associated in the Indian Electricity Grid Code development and the regulatory framework in power sector of India. Prior to joining PXIL, Mr. Bhat has worked with Western Regional Load Dispatch Centre as Chief Manager before which he was with Central Electricity Authority as Assistant Director. He is adept in managing real time SCADA systems, has actively led several information technology integration initiatives as well as realigned several processes under the ambit of ISO certifications. Mr. Bhat is an Electrical Engineer from VJTI, Mumbai and has completed his M. Tech (Electrical - Power Apparatus & Systems) from IIT, Mumbai. Mr. Chandrashekhar Bhat fulfills the conditions for eligibility contained in Section 164, 196 (3) and Part - I of Schedule V of the Act. He does not hold any shares in the Company and he is not related to any Director, Manager and/or any other Key Managerial Personnel of the Company. ‘The company has not made any default in repayment of any of its debts (including public deposits) ‘or debentures or interest payable thereon for a continuous period of thirty days in the preceding financial year before the date of appointment of manager. Statement requited pursuant to the provisions of Schedule V of the Companies Act, 2013 is given below: 1. GENERAL INFORMATION 1, Nature of industry: Power Exchange 2. Date or expected date of commencement of commercial production: October 22, 2008 3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable - since the Company had commenced its operations / activities w.e.f. October 22, 2008 4, Financial performance based on given indicators, inancial Performance (Rs. in Lakh) Particulars FY 2014-15 FY 2015-16 FY 2016-17 (Audited) (Audited) | (Unaudited and 7 Provisional) Revenue 13326 1219 L172 Expenses 1,507 1,463 1,198 ‘Net Profit/ (Loss) asl) (244) (26) 5. Forel investments or collaborators, if any: None at the moment 5 POWER EXCHANGE INDIA LIMITED 5" Foor, Tower 3, Equinox Business Park, (Peninsula Techno Park) Off BKC, LB. S. Marg, Kua (W), Mumbai 400 070, india. Tel: +91 22 2653 0500 Fax: +91 22 2659 8512 info@pxilco.in www-powerexindia.com CIN: U74900MHZO00BPLC179152O PXIL wt Transforming Power Markets Il, INFORMATION ABOUT THE APPOINTEE 1, Background details: Mr. Bhat is an Electrical Engineer from VJTI, Mumbai and has completed his M. Tech (Electrical - Power Apparatus & Systems) from IIT, Mumbai. 2. Past remuneration: Earlier organization Powergrid corporation of India Ltd, CTC approx Rs. 24 lacs p.a. 3. Recognition or awards: Not Applicable 4, Job profile and his suitability: Mr. Bhat currently heads the IT & Business Development function at PXIL. He has been working with PXIL for more than 4 years. Mr. Bhat is a seasoned professional with over 25 years of diverse and significant work experience in power system operation 5. Remuneration proposed: Rs. 41.6 Lacs pa. There is no revision in the existing remuneration payable to him as VP — IT and BD i.e. 41.6 Lacs pa. 6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be wrt. the ‘country of his origin): The remuneration payable to Mr. Chandrasekhar Bhat is at par with that being paid to professionals similarly placed in other companies in the same industry and is comparable with the industry standards in all respects thereof. 7. Pecuniary relationship directly or indirectly with the company, or relationship with the ‘managerial personnel, if any: Except for the proposed remuneration, Mr. Chandrashekhar Bhat does not have any pecuniary relationship with the Company or with any managerial personnel Il. OTHER INFORMATION 1. Reasons of loss or inadequate profits: Lower Market Share in the existing product categories in the physical segment and limited product offerings by Power Exchanges. 2, Steps taken or proposed to be taken for improvement: The Company is expected to deliver improved business performance from FY 2017-18 onwards. 3. Expected increase in productivity and profits in measurable terms: The Company is expected to start making net profits in the coming years. The profitability is expected to ‘grow in coming years with the increase in trading volumes in physical and REC segment, Physical volumes trade increase is expected from Southem Region buyers owing to priority corridor allocation for PXIL. Copies of the resolutions passed by the Board of Directors and Nomination & Remuneration Committee in their meeting held on December 15, 2016 and April 26, 2017 pertaining to appointment/ extension of term of appointment of Mr. Chandrashekhar Bhat as Manager under the provision of Section 203 (1) (i) of the Companies Act, 2013 are available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11.00 a.m. to 5.00 p.m. upto the date of the meeting. ‘The terms set out in the resolution and statement pursuant to Section 102 of the Companies Act, 2013 may be deemed and regarded as memorandum in terms of Section 190 of the Companies Act, 2013, 6 POWER EXCHANGE INDIA LIMITED 5° Floor, Tower 3, Equinox Business Park, (Peninsula Techno Park) Off BKC, LB. S. Marg, Kurla (W), Mumbai 400 079, India. Tel: +91 22 2653 0500 Fax: +91 22 2659 8512 info@pxilco.in www.powerexindia.com CIN: U74900MH2008PLC179152PXIL Transforming Power Markets The Board recommends the resolution in item no. 2 for approval by the Members as an Ordinary resolution. ‘None of the Directors, Key Managerial Personnel and their relatives are interested or concemed, financial or otherwise, in the above resolution except Mr. Chandrashekhar Bhat to the extent of his appointment as Manager of the Company. Date: May 3, 2017 By Order of the Board of Directors Place: Mumbai For Power Exchange India Limited ro Ridg Stwant ‘Company Secretary ACS - 22268 t POWER EXCHANGE INDIA LIMITED 5° Foor, Tower 3, Equinox Business Park, (Peninsula Techno Park) Off BKC, L. B.S. Marg, Kula (W), Mumbai 400 070, India. Tel: +91 22 2683 0500 Fax: +91 22 2659 8512 info@pxiLco.in www.powerexindia.com CIN: U74900MH2008PLC179152