Industrial & Prudential Investment Company Ltd

NOTICE is hereby given that the Ninety-Seventh Annual General Meeting of THE INDUSTRIAL & PRUDENTIAL INVESTMENT COMPANY LIMITED will be held at Bajaj Bhavan, Ground Floor, (Kamalnayan Bajaj Hall), 220, Nariman Point, Mumbai - 400 021, on September 11, 2013 at 3.00 p.m. to transact the following items of business:

1. To receive, consider, and adopt the audited Balance Sheet and Statements of Profit and Loss of the Company for the year ended March 31, 2013, the Board's Report and the Auditors' Report.

2. To declare a dividend.

3. To appoint a Director in place of Mr. A.R. Broacha, who retires by rotation and, being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. A.V. Setalvad, who retires by rotation and, being eligible, offers himself for re-appointment.

5. To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting and to fix their remuneration.

NOTES:

(a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND

VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER.

(b) The register of Members and the Share Transfer Books of the Company will remain closed from Monday, September 02, 2013 to Wednesday, September 11, 2013 (both days inclusive).

(c) Dividend on equity shares as recommended by the Board of Directors for the year ended March 31, 2013, when declared at the Annual General Meeting, will be paid to the members whose names appear: (i) As Beneficial Owners as per list to be furnished by the Depositories in respect of the shares held in demat form; (ii) As members on the Register of Members, as on September 1, 2013, after giving effect to all valid share transfers in physical form that are received by the Company upto closure of business hours on September 1, 2013.

And payment will be made on or after 23, September, 2013.

(d) (i) Pursuant to the provision of Section 205A(5) of the Companies Act, 1956, all dividends which remained unpaid or unclaimed upto the financial year ended March 31, 1994, have been transferred to the General Revenue Account of the Central Government. Concerned members are requested to claim the amount from the office of the Registrar of Companies, Maharashtra, C. G. O. Complex, 2nd Floor, A Wing, CBD - Belapur, Navi Mumbai - 400614.

(ii) Pursuant to Section 205C of the Companies Act, 1956, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid Dividend Account of the Company shall be transferred to the Investor Education and Protection Fund (the Fund) set up by the Government of India and no payments shall be made in respect of any such claims by the Fund.

Members who have not yet encashed their dividend warrant(s) for the financial year ended 31st March, 2006 onwards, are requested to make their claims to the Company accordingly, without any delay.