Praj Industries : Notice notes evoting explain route map Praj AGM 2017

To receive, consider and adopt ;

the audited Financial Statements of the Company for the financial year ended 31st March, 2017 together with the reports of Board of Directors and the Auditors thereon.

the audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017 together with the report of the Auditors thereon.

To declare Dividend on Equity Shares.

To appoint a Director in place of Mr. Daljit Mirchandani (DIN: 00022951) who retires by rotation and being eligible, offers himself for re-appointment.

In this matter, to consider and if thought fit, to pass the following resolution as Ordinary Resolution;

"RESOLVED THAT Mr. Daljit Mirchandani (DIN: 00022951), who is liable to retire by rotation pursuant to Section 152 of the Companies Act, 2013 and other applicable provisions if any, and who has offered himself for re-appointment be and is hereby re-appointed as a Director of the Company."

To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 139 and 142 and other applicable provisions, if any, of the Companies Act, 2013, and the applicable rules made thereunder (including any statutory modification(s) for the time being in force), the Company hereby ratifies the appointment of M/s P.G. Bhagwat, Chartered Accountants, Pune (Firm Registration No. 101118W) as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the 32nd Annual General Meeting of the Company to be held in the year 2018 on such remuneration as may be determined by the Board of Directors and reimbursement of out-of-pocket expenses incurred, plus applicable indirect taxes, if any."

To ratify the remuneration of Dhananjay V. Joshi & Associates, Cost Accountants, Pune as Cost Auditors for the financial year ending 31st March, 2018 and in this regard; to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company hereby ratifies the remuneration of ` 2,75,000/- as Audit fees plus out of pocket expenses at actuals plus applicable indirect taxes, if any, on submission of supporting bills payable to Dhananjay V. Joshi & Associates, Cost Accountants, Pune who have been appointed by the Board of Directors as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2018."

Appointment of Mr. Sachin Raole (DIN: 00431438) as Director.

In this matter, to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:-

"RESOLVED that Mr. Sachin Raole (DIN: 00431438), who was appointed as an Additional Director of the Company with effect from 16th January, 2017 by the Board of Directors and who holds office upto the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (the Act) but who is eligible for appointment and in respect of whom, the Company has received a notice in writing under Section 160(1) of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company liable to retire by rotation."

Appointment of Mr. Sachin Raole (DIN: 00431438) as Whole Time Director.

To consider and if thought fit, to pass the following resolution as a Special Resolution :

"RESOLVED THAT in accordance with the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), read with Schedule V to the Act or any statutory modification(s) or re-enactment thereof, consent of the Company be and is hereby accorded to the appointment of Mr. Sachin Raole (DIN: 00431438) as Whole Time Director of the Company, for a period with effect from 16th January, 2017 till 31st July, 2019 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 and/or remuneration, subject to the same not exceeding the limits specified under Schedule V to the Act or any statutory modification(s) or re-enactment thereof.

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

Extension of an appointment of Mr. Pramod Chaudhari (DIN : 00196415) as Executive Chairman of the Company and fixing of remuneration.

In this matter, to consider and if thought fit, to pass the following Resolution as Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203, read with rules framed thereunder and Schedule V and other applicable provisions (including any Statutory modifications or re-enactments thereof for the time being in force), if any, of the Companies Act, 2013, hereinafter referred to as 'The Act', the consent of the Company be and is hereby accorded to the extension of appointment of Mr. Pramod Chaudhari as Executive Chairman of the Company for a period of two years with effect from 1st August, 2017 on the same terms and conditions, including remuneration, as set out in the explanatory statement annexed to this notice.

RESOLVED FURTHER THAT in the event of any enhancement of the limits specified in Schedule V to the Act, the Board of Directors

be and is hereby authorised to vary and / or upwardly revise the remuneration within such enhanced limits.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all such steps as may be necessary, to give effect to this Resolution."

By Order of the Board of Directors

Place: Mumbai Chief Internal Auditor &

Date: 30th June, 2017 Company Secretary

Notes:-

A person can act as a proxy on behalf of members not exceeding fifty 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 ten percent 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 a proxy for any other person or shareholder. Proxy is not entitled to vote at a meeting if the member appointing the proxy votes on e-voting platform made available by the Company.

The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means.

Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

Brief resume of Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas, names of Companies in which they hold directorships and memberships / Chairmanships of Board Committees, shareholding and relationships between Directors inter-se as stipulated under Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are as follows:

Mr. Daljit Mirchandani (00022951)

Mr. Sachin Raole (00431438)

Mr. Pramod Chaudhari (00196415 )

26/10/1947

(1,200)

29.08.1970

(Nil)

26/11/1949 (38,700,000)

Electrical Engineer

(Not related with any Director/KMP of the Company)

B.Com, CA, CMA

(Not related with any Director/KMP of the Company)

Mechanical Engineer from IIT, Bombay

(Mr. Pramod Chaudhari is spouse of Ms. Parimal Chaudhari, Director

Mr. Daljit Mirchandani has more than 47 years of experience

in Engineering, Strategy management & other related fields.

Mr. Sachin Raole is a Chartered Accountant and Cost Accountant with twenty two years of experience in varied fields of finance and accounts. He has worked in the areas of divestment, mergers

& acquisitions, financial restructuring, treasury, accounts and taxation. He has very rich experience in the wide spectrum of finance across industries; manufacturing, project, financial services and pharmaceutical. Additionally he also has an experience in heading Human Resources, materials, IT, legal & secretarial.

Mr. Pramod Chaudhari's career spans over 46 years of professional and entrepreneurial endeavor. He established Praj in 1985. Since then he has built PRAJ into a global Company.

Praj Industries Limited

Mahindra CIE Automotive Limited

Skill Training Assessment Management Partners Limited

Praj Industries Limited

Praj Industries Limited

Praj HiPurity Systems Limited

Nichrome India Limited

A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.

Members/Proxies attending the meeting, are requested to submit the attendance slip at the venue of the meeting.

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

Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the Registered Office of the Company on all working days, (Saturdays and Sundays are weekly offs), during business hours up to the date of the Meeting.

(i) The Company has notified closure of Register of Members and Share Transfer Books from Friday, the 4th August, 2017 to Friday, the, 11th August, 2017 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the Meeting.

The Dividend, if any declared, shall be payable to those shareholders whose names stand registered;

As beneficial owner as at the end of business hours on 11th August, 2017 as per the lists to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in the electronic form and

As member in the register of members of the Company / Registrar & Share Transfer Agent, after giving effect to valid share transfers in physical form lodged with the Company as at the end of the business hours on 11th August, 2017.

The dividend on Equity Shares, if declared at the Meeting, will be credited / dispatched on or after 18th August, 2017 before statutory time limit.

Members holding shares in electronic form are requested to intimate any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates to the Company / Link Intime India Private Limited, Share Transfer Agent of the Company (Link).

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividends (including interim dividends) as and when declared upto the financial year 2009-10 on due dates, to the Investor Education and Protection Fund (the IEPF) established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 22nd July, 2016 (date of last Annual General Meeting) on the website of the Company (www.praj.net), as also on the website of the Ministry of Corporate Affairs.

Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to Link, for consolidation into a single folio.

The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / Link.

Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company.

Non-Resident Indian Members are requested to inform Link, immediately of:

Change in their residential status on return to India for permanent settlement.

Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with PIN code number, if not furnished earlier.

To further Company's environment friendly agenda and to participate in MCA's Green Initiative, members are requested to register / update their e-mail address with their Depository Participants. Members who are holding shares in physical form are requested to send their e-mail address at investorsfeedback@praj.net for updation.

The notice of 31st Annual General Meeting and instructions for remote e-voting, alongwith the attendance slip and Proxy Form, is being sent by electronic mode to all members whose email addresses are registered with the Company/Depository Participant(s) unless a member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode.

Members are requested to notify their queries, if any, on financial statements etc. at least 48 hours before the time appointed for meeting to facilitate the answering thereto. The queries be sent on e-mail at investorsfeedback@praj.net.

By Order of the Board of Directors

Place: Mumbai Chief Internal Auditor &

Date: 30th June, 2017 Company Secretary