Insilco Ltd

NOTICE

Notice is hereby given that Twenty Fifth Annual General Meeting of Insilco Limited will be held at the registered office of the Company as under:

to transact the following business:

A. ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31^st March, 2013 and the Profit & Loss Account for the year ended on that date along with the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Keki Manchersha Elavia who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint a Director in place of Dr. Mustafa Siray, who retires by rotation and being eligible offers himself for re-appointment.

4. To re-appoint statutory auditors of the Company and to consider and if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution: "RESOLVED THAT subject to provisions of Section 224 and other applicable provisions, if any, of the Companies Act, 1956, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. with ICAI – 101049W) be and are hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company.

RESOLVED FURTHER THAT Board of Directors of the Company be and are hereby authorized to fix the remuneration including out of pocket expenses of the Statutory Auditors."

5. To consider and if thought fit, to pass with or without modification the following resolution as Special Resolution:

"RESOLVED THAT subject to the provisions of Section 198, 269 & 309 read with Schedule XIII of the Companies Act 1956, and Ministry of Corporate Affairs’ (MCA) general circular no. 46/2011 dated 14^th July, 2011 and Article 132 of the Articles of Association of the Company and all other applicable provisions, if any of the Companies Act,1956 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force), approval of the Company be and is hereby accorded for revision in remuneration of Mr. Pankaj Khandelwal, Managing Director of the Company from existing Rs. 4,500,000/- per annum to Rs.5,200,000/- per annum with effect from 1^st April, 2013, as may be decided by the Board, which will be due for next review on 1^st April, 2014.

RESOLVED FURTHER THAT in addition to the aforesaid Remuneration, Managing Director, Mr. Pankaj Khandelwal shall continue to be entitled to the following as per rules of the Company:

a) Leave Encashment as per rules of the company.

b) Hard furnishing scheme as per rules of the company with entitlement upto Rs. 5.00 Lacs during the tenure of service.

c) Long Service Award as per rules of the company.

- Payable after completion of 10 years of continuous service Rs. 1,000,000.

- Payable after completion of 20 years of continuous service Rs. 1,500,000.

(This component is presently not relevant as no amount shall be payable during the current tenure of 3 (three) years).

d) Coverage of Rs. 6 Lacs under Group Personal Accident Insurance Policy.

e) Coverage of Rs. 2 Lacs under Group Mediclaim Family Floater Policy.

f) Use of Company owned & maintained Car.

g) Retirement Benefits as per the applicable laws and rules/policies of the company in this regard.

RESOLVED FURTHER THAT the said remuneration shall be payable to Mr. Pankaj Khandelwal irrespective of the fact whether the Company has earned any profit or not i.e. this remuneration shall be payable even in the event of inadequacy or absence of profits.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to take all such action as may be necessary in this regard."