Energy Development Company Ltd

Notice is hereby given that the 20th Annual General Meeting of the Members of the Company will be held at its Registered Office at Harangi Hydroelectric Project, Village - Hulugunda, Taluka - Somawarpet, District - Kodagu, Karnataka - 571 233, on Tuesday, the 29th day of September, 2015 at 01:30 P.M. to transact the following businesses:

ORDINARY BUSINESSES :

To consider and adopt the Audited standalone and consolidated Financial Statements of the Company for the financial year ended on 31st March, 2015 along with the Reports of the Board of Directors and Auditors thereon.

To declare dividend for the financial year ended on 31st March, 2015.

To appoint a Director in place of Mr. Amar Singh (DIN : 00165567), who retires by rotation at this Annual General Meeting, and being eligible has offered himself for re-appointment.

To ratify the appointment of the Auditors and to fix their remuneration. In this regard, to consider and, if thought fit, to pass, with or without modification(s) the following as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 139(9) and 142(1) and all other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder, the Company hereby ratifies the appointment of M/s. Lodha & Co., Chartered Accountants, 14, Government Place East, Kolkata - 700 069, (Firm Registration No. 301051E) as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of 21st Annual General Meeting to be held in 2016 and the Board of Directors be and is hereby authorized to fix such remuneration for the financial year 2015-16, as may be recommended by the Audit Committee, in consultation with the Auditors plus reimbursement of out-of-pocket expenses actually incurred by the Auditors at the time of performing their duties."

Remuneration of Cost Auditors

To approve the remuneration of the Cost Auditors for the financial year ending on 31st March, 2016 and in this regard to consider and, if thought fit, to pass, with or without modification(s) the following as an Ordinary Resolution :

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 the Company hereby ratifies the remuneration of M/s. N. Radha Krishnan & Co., Cost Auditors appointed by the Board of Directors to conduct the audit of the cost records of the Company for the financial year ending on 31st March, 2016, at a remuneration of ' 40,000 (Rupees forty thousand) only plus service tax and reimbursement of out of pocket expenses, if any."

"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."

Appointment of Mr. Bijay Kumar Garodia, Independent Director

To appoint Mr. Bijay Kumar Garodia (DIN: 00044379) as an Independent Director and in this regard to consider and, if thought fit, to pass, with or without modification(s) the following as a Special Resolution :

"RESOLVED THAT pursuant to the provisions of Sections 149,150,152 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Schedule IV to the Act and Clause 49 of the Listing Agreement, Mr. Bi ay Kumar Garodia (DIN 00044379), who was appointed as an Additional Director of the Company by the Board of Directors, with effect from 13th November, 2014 in pursuance of Section 161(1) of the Act and whose terms of office expires at this Annual General Meeting 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 an Independent Director of the Company to hold office for a term of five consecutive years up to 12th November, 2019."

"RESOLVED FURTHER THAT pursuant to the provisions of section 149, 197 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Mr. Bijay Kumar Garodia be paid such fees and remuneration, as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time."