TULIP TELECOM LIMITED

Regd. Office: C-160, Okhla Industrial Area, Phase -I, New Delhi - 110 020.

NOTICE

Notice is hereby given that the 20th Annual General Meeting of the members of the
Company is scheduled to be held at 11.00 a.m. on Saturday , the 29th day of December,
2012 at Sri Sathya Sai International Centre, Institutional Area, Pragati Vihar, Lodhi Road, New Delhi - 110 003 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at September 30, 2012, the Statement of Profit & Loss for the year ended as on that date along with the reports of the Board of Directors and Auditors thereon.
2. To consider and if thought fit, pass, with or without modification (s) the following

Resolution as Ordinary Resolution:

"RESOLVED THAT Mr. Vinod Chander Sinha, a Non Executive Independent Director liable to retire by rotation, who does not offer himself for re- appointment, be not re-appointed as Independent Director of the Company and Col. Jasbinder Singh Rai be and is hereby appointed as Director liable to retirement by rotation in place of the Retiring Director such as the vacancy, so caused on the Board of the Company, be filled up.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

3. To consider and if thought fit, pass, with or without modification (s) the following

Resolution as Ordinary Resolution:

"RESOLVED THAT Lt. Gen (Retd.) Amar Nath Sinha, PVSM, AVSM, a Non Executive Independent Director liable to retire by rotation, who does not offer himself for re-appointment, be not re-appointed as Independent Director of the Company and the vacancy, so caused on the Board of the Company, be not filled up."

4. To re-appoint Mr. R. Chadha & Associates, Chartered Accountants, the retiring Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS

5. To consider and if thought fit, pass, with or without modification (s) the following

Resolution as an Ordinary Resolution:

To regularise Mr. Dinesh Kaushal as Director of the Company

"RESOLVED THAT Mr. Dinesh Kaushal, who was appointed as an Additional Director of the Company by the Board of Directors, in terms of Section 260 of the Companies Act, 1956 w.e.f August 14, 2012 who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 proposing his candidature for the office of the Director, together with a deposit of Rs. 500 (Rupees Five Hundred) be and is hereby appointed as a Director of the Company, liable to retire by rotation." 6. To consider and if thought fit, pass, with or without modification (s) the following

Resolution as an Special Resolution:

To appoint Mr. Dinesh Kaushal as Whole Time Director designated as Director- Finance

"RESOLVED THAT pursuant to the recommendations of the Remuneration

Committee and in accordance with the provisions of Sections 198, 269, 309 and
310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of the Central Government, if any, the approval of the members of the Company be and is hereby accorded to the appointment of Mr. Dinesh Kaushal as Whole Time Director and designated as Director-Finance of the Company for a period of 5 years effective from August 14, 2012 on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter and vary the terms and conditions of appointment and
/ or remuneration, subject to the same not exceeding the limits specified under
Schedule XIII to the Companies Act, 1956 or any statutory modification(s) or re- enactment thereof.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution." By Order of the Board Sd/- November 30, 2012 Deepinder Singh Bedi New Delhi Executive Director NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. THE INSTRUMENT APPOINTING PROXY, IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
3. Explanatory Statement as required under Section 173(2) of the Companies
Act, 1956, related to the Special Business(s) is attached herewith.
4. Member/ Proxies should bring duly filled attendance slips sent herewith to attend the Meeting
5. The Authorised Representatives of the Corporate Members are requested to bring a certified true copy of the Board Resolution pursuant to Section 187 of the Companies Act, 1956 duly authorizing them to attend and vote at the Annual General Meeting on their behalf.
6. All statutory Registers of the Company maintained under of the Companies Act, 1956 will be open for inspection at the registered office of the Company till the date of Annual General Meeting .
7. Additional information, pursuant to Clause 49 of the Listing Agreement with stock exchanges, on Directors, recommended by the Board of Directors for appointment/ reappointment at the Annual General Meeting is annexed herewith
8. Queries on accounts and operations of the Company, if any, may be sent to the Secretarial Department, seven days in advance of the meeting so as to enable the management to keep the information ready at the meeting.
9. The Register of Members and Transfer Books of the Company will be closed from December 24, 2012 to December 29, 2012, both days inclusive.

By Order of the Board New Delhi Sd/- November 30, 2012 Deepinder Singh Bedi Executive Director EXPLANATORY STATEMENT (PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956) ITEM NO. 2 - Appointment of Director in place of Retiring Director

Pursuant to section 256(3) of the Companies Act, 1956 and consequent to the vacancy caused in
the Board of the Company by retirement of Mr. V.C. Sinha, a Non Executive Independent Director, Col. Jasbinder Singh Rai is being appointed as Director in place of the retiring Director Mr. V.C. Sinha.
The Company has received a notice u/s 257 of the Companies Act, 1956, in writing proposing the candidature of Col. Jasbinder Singh Rai for the office of the Director in place of the retiring Director and is liable to retire by rotation.
Col. Jasbinder Singh Rai is an NDA Graduate and has served Indian Army for over 20 years. He possesses varied experience in the field of Information Technology. After that he started his own business in the field of Construction and Real Estate. He was also a Non Executive Independent Director of the Company from the year 2006-2011 and during his tenure he played an important role in the growth of the company.
No Director, except Col. Jasbinder Singh Rai is concerned or interested in this resolution.

ITEM No. 4 &5 Regularisation and Appointment of Mr. Dinesh Kaushal as Whole Time

Director

Mr. Dinesh Kaushal was appointed as a Whole Time Director by Resolution passed by the Board of Directors at their meeting held on 14th August, 2012 subject to the consent of Members at the ensuing Annual General Meeting and subject to the approval of the Central Government, if any, for a period of five(5) years from 14th August 2012 to 14th August 2017 including payment of his remuneration which shall be an aggregate of the following:
Salary: 4 lakhs per month
Perquisites and Allowances: 4 lakhs per month
Provident Fund: As per rules of the Company
Further Mr. Dinesh Kaushal's appointment and terms of remuneration is pursuant to the provisions of section 198, 269, 309,310 and 311 read with schedule XIII and other applicable provisions, if any, of the Companies Act, 1956.
Further, in Compliance of section 302 of the Companies Act, 1956, an abstract of terms of his appointment and of remuneration payable to him as a Whole Time Director of the Company was dispatched to all members vide notice dated 2nd September, 2012.
Mr. Dinesh Kaushal is a Chartered Accountant and Company Secretary by profession and was the Chief Financial Officer of the Company from the year 2000- 2009 and during his tenure he played a key role in the growth of the company. Keeping in view his expertise and management skills, the Board, recommends that the Resolution set out in Item No. 6 of the Notice convening the Meeting be approved and passed.
No Director, except Mr. Dinesh Kaushal is concerned or interested in this resolution.

DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT

Name

New Delhi, November 30, 2012 By Order of the Board Sd/- Deepinder Singh Bedi Executive Director
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