Notice is hereby given at e Fifteen Annual General Meeting of e Members of e Company will be held on Wednesday, 26 August 2015 at Plot No.694, Road No.33, Jubilee Hills, Hyderabad 500 033, India at 11.00 A.M. to transact e following business: ORDINARY BUSINESS: 1. To receive, consider and adopt e audited financial statements (including audited consolidated financial st statements) for e Financial Year ended 31 March, 2015 and e Reports of e Directors and Auditors ereon. 2. To re-appoint Mr. Tanmay Das (DIN: 00680042), who retires by rotation and who being eligible, offers himself for re-appointment as a Director. 3. To ratify e appointment of M/s. Umamaheswararao & Co., Chartered Accountants, Hyderabad (Firm Registration No. 004453S ) as approved by Members at e Fourteen Annual General Meeting as Statutory Auditors of e Company, to hold office until e conclusion of Seventeen Annual General Meeting, and to st fix eir remuneration for e financial year ending 31 March, 2016. SPECIAL BUSINESS: KSK ENERGY VENTURES LIMITED CIN: L45204AP2001PLC057199 Registered Office: 8-2-293/82/A/431/A, Road No.22, Jubilee Hills, Hyderabad-500033, Telangana, India, Tel:040-2355 9922-25 Fax: 040-2355 9930 E-mail: investors@ksk.co.in Website :www.ksk.co.in NOTICE 4. To consider and if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 149, 152 read wi Schedule IV and all oer applicable provisions of e Companies Act, 2013 and e Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment ereof for e time being in force) and Clause 49 of e Listing Agreement, Mrs. Shubhalakshmi Panse (DIN: 02599310), who was appointed as an Additional Director of e Company wi effect from 30 March, 2015 and who holds office up to e date of is Annual General Meeting, in terms of Section 161(1) of e Companies Act, 2013 and e Articles of Association of e Company and in respect of whom e Company has received a notice in writing under Section 160 of e Companies Act, 2013 from a Member proposing her candidature for e office of Director, be and is hereby appointed as an Independent Director of e Company to hold office for five consecutive years commencing from 30 March, 2015, not liable to retire by rotation. 5. To consider and if ought fit, to pass wi or wiout modification, e following resolution as a Special Resolution: RESOLVED THAT pursuant to Section 62(3) and oer applicable provisions, if any, of e Companies Act, 2013 and subject to all such approvals, permissions or sanctions as may be necessary and subject to such 01
condition(s) and modification(s) as may be prescribed or imposed, while granting such approval(s), permission(s) or sanction(s) which may be agreed to by e Board of Directors of e Company (hereinafter referred to as e Board, which expression shall be deemed to include any Committee duly constituted/ to be constituted by e Board to exercise its powers, including e powers conferred by is Resolution), e consent of e Members be and is hereby accorded to e Board in respect of e financial assistance extended / to be extended by e Financial Institutions/Banks (including a Rupee Term Loan Facility availed or to be availed) such at in e event of default by e Company under e lending arrangements or upon exercise of an option provided under e lending arrangements, Bank(s) / Financial Institution(s) at its option may be able to convert e outstanding facility or part ereof to ordinary Equity Shares in e Company upon such terms and conditions of such lending arrangements and or as deemed appropriate by e Board and at a price to be determined in accordance wi e applicable SEBI regulations at e time of conversion. RESOLVED FURTHER THAT on receipt of e notice of conversion, e Board be and is hereby auorized to do all such acts, deeds and ings as e Board may deem necessary and shall allot and issue e requisite number of fully paid-up ordinary Equity Shares in e Company to such Bank(s) / Financial Institution(s). RESOLVED FURTHER THAT e ordinary Equity Shares to be so allotted and issued to e lenders pursuant to its exercising e right of conversion shall rank pari-passu in all respects wi e en Equity Shares in e Company and be listed on e Stock Exchange(s) where e existing shares of e Company are listed. RESOLVED FURTHER THAT e Board be and is hereby auorized to delegate all or any of e powers herein conferred by is Resolution to any Director or Directors or to any Committee of Directors or any oer executive(s) or officer(s) of e Company to give effect to e aforesaid Resolution. By order of e Board Place: Hyderabad M.S. Phani Sekhar Date: 20 July, 2015 Company Secretary Regd. Off: 8-2-293/82/A/431/A, Road No.22, Jubilee Hills, Hyderabad 500 033. Ph:040-23559922; Fax: 040-23559930 E-mail: investors@ksk.co.in Website: www.ksk.co.in CIN: L45204AP2001PLC057199 02
NOTES: 1. An Explanatory Statement pursuant to Section 102(1) of e Companies Act, 2013, relating to e Special Business to be transacted at e Meeting is annexed hereto. 2. A member entitled to attend and vote at e meeting, is entitled to appoint a proxy to attend and vote instead of himself/herself and such proxy need not be a member of e company. The instrument appointing proxy should, however, be deposited at e registered office of e Company not less an forty-eight hours before e commencement of e Meeting. A person can act as a proxy on behalf of members not exceeding fifty and holding in e aggregate not more an ten percent of e total share capital of e Company carrying voting rights. A member holding more an ten percent of e total share capital of e Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any oer person or shareholder. 3. Pursuant to Clause 49 of e Listing Agreement, additional information on Directors seeking appointment /re-appointment at e Annual General Meeting is provided as part of Explanatory Statement of is Notice. 4. Members are requested to bring eir attendance slip along wi eir copy of Annual Report to e Meeting. 5. In case of joint holders attending e Meeting, only such joint holder who is higher in e order of names will be entitled to vote. 6. Members who hold shares in dematerialized form are requested to write eir Client ID and DP ID numbers and ose who hold shares in physical form are requested to write eir Folio Number in e attendance slip for attending e Meeting. 7. Corporate Members intending to send eir auorized representatives are requested to send a duly certified copy of e Board resolution auorizing eir representatives to attend and vote at e Annual General Meeting on eir behalf. 8. M/s. Karvy Computershare Private Limited, Hyderabad acts as e Company's Registrar and Share Transfer Agent for physical transfer of shares and all correspondence may be addressed directly to em. In respect of shares held in Electronic form, shareholders may send requests or correspond rough eir respective Depository Participants. 9. The Register of Directors and Key Managerial Personnel and eir shareholding maintained under Section 170 of e Companies Act, 2013 will be available for inspection at e AGM. 10. The Register of Contracts or Arrangements in which e Directors are interested, maintained under Section 189 of e Companies Act, 2013 will be available for inspection at e AGM. 11. The Register of Members and Share Transfer books will remain closed from 19 August, 2015 to 26 August, 2015 (bo days inclusive) in connection wi e Annual General Meeting to be held on 26 August, 2015. 12. The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account 03
Number (PAN) by every participant in securities market. Members holding shares in electronic form are, erefore, requested to submit eir PAN to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form can submit eir PAN to e Registrar. 13. The Annual Report for e financial year 2014-15 is being sent rough electronic mode only to ose shareholders, whose email addresses are registered wi e Company /Depository Participants. The Annual Report is also available on our website, i.e. www.ksk.co.in. The physical copy of e Annual Report has been sent to ose members who have not registered eir email addresses wi e Company/Depository Participant. The members will be entitled to a physical copy of e Annual Report for e financial year 2014-15 upon sending a request to e Company. Members, who have not registered eir e-mail addresses so far or who would like to update eir e-mail addresses already registered, are requested to register/update eir e-mail addresses to receive all communication including Annual Report, Notices, Circulars, etc. from e Company in electronic mode in lieu of physical copy (in order to save usage of paper) - in respect of electronic shareholding rough eir respective Depository Participants; - in respect of physical shareholding by sending a request to e Company's Share Transfer Agent, mentioning erein eir folio number and e-mail address. 14. All documents referred to in e accompanying Notice and Explanatory Statement are open for inspection at e Registered Office of e Company between 11:00 a.m. to 3:00 p.m. on any working day till e date of AGM. 15. Remote e-voting: a) In compliance wi Section 108 of e Companies Act, 2013 and Rule 20 of e Companies (Management and Administration) Rules 2014, substituted by Companies (Management and Administration) Amendment Rules 2015, and Clause 35 B of e Listing Agreement, e Company is pleased to provide to e shareholders e facility to exercise eir right to vote at e AGM by electronic means and e business may be transacted rough remote e-voting services provided by Karvy Computershare Private Limited.. b) The facility for voting rough poll will also be made available at e AGM and e Members attending e AGM, who have not already cast eir vote rough remote e-voting shall be able to exercise eir right at e AGM rough poll. Members who have cast eir votes by remote e-voting prior to e AGM may attend e AGM but shall not entitle to cast eir votes again. The instruction for remote e-voting is annexed to e Notice. c) The Board of Directors of e Company has appointed Mrs. Savita Jyoti, Practicing Company Secretary as Scrutinizer to scrutinise e poll and remote e-voting process in a fair and transparent manner and she has communicated her willingness to be appointed and will be available for same purpose. d) Voting rights shall be reckoned on e paid-up value of shares registered in e name of e Member / beneficial owner (in case of electronic shareholding) as on e cut-off date i.e.19 August, 2015 e) A person, whose name is recorded in e register of Members or in e register of beneficial owners 04
maintained by e depositories as on e cut-off date, i.e. 19 August, 2015 shall be entitled to avail e facility of remote e-voting / Poll. f) The remote e-voting facility will be available during e following period and shall be disabled by Karvy upon expiry of period: nd Commencement of remote e-voting: From 9.00 AM (IST) on 22 August, 2015 End of remote e-voting: Up to 5.00 PM (IST) on 25 August, 2015 g) The Scrutinizer, after scrutinising e votes cast at e Meeting (Poll) and rough remote e-voting, will, not later an two days of conclusion of e Meeting, make a consolidated Scrutinizer's Report and submit e same to e Chairman. The results declared along wi e consolidated Scrutinizer's report shall be placed on e website of e Company www.ksk.co.in and on e website of Karvy https://evoting.karvy.com. The results shall simultaneously be communicated to e Stock Exchanges. h) Subject to receipt of requisite number of votes, e Resolutions shall be deemed to be passed on e date of e Meeting, i.e. 26 August, 2015 16. Process for remote e-voting: A. The Company has made arrangements wi Karvy Computershare Private Limited for facilitating remote e- voting to enable e Shareholders to cast eir vote electronically. [for members whose e-mail addresses are registered wi e Company / Depository) Participant(s)]: 1. Launch Internet browser by typing e following URL: http://evoting.karvy.com 2. Enter e login credentials (i.e., User ID and password mentioned in your email/agm Notice). Your Folio No. DP ID-Client ID will be your User ID. However, if you are already registered wi Karvy for e-voting, you can use your existing User ID and password for casting your vote. User Id: For Members holding Shares in Demat form: a. For NSDL: 8 character DP ID followed by 8 digit Client ID b. For CDSL: 16 digit Beneficiary ID/Client ID For Members holding shares in Physical form: Event No.(EVENT) followed by Folio No. registered wi e Company. Password Your unique password is printed on e AGM Notice/provided in e email forwarding e electronic Notice. 3. After entering ese details appropriately, Click on LOGIN. 4. You will now reach password Change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters wi at least one upper case (A-Z), one lower case 05
(a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended at you do not share your password wi any oer person and at you take utmost care to keep your password confidential. 5. You need to login again wi e new credentials. 6. On successful login, e system will prompt you to select e EVENT i.e. KSK Energy Ventures Limited. 7. On e voting page, enter e number of shares (which represents e number of votes) as on e Cut-off Date under FOR/AGAINST or alternatively, you may partially enter any number in FOR and partially in AGAINST but e total number in FOR/AGAINST taken togeer should not exceed your total shareholding. If e shareholder does not indicate eier FOR or AGAINST it will be treated as ABSTAIN and e shares held will not be counted under eier head. 8. Members holding shares under multiple Folios / Demat Accounts shall choose e voting process separately for each of e Folios / Demat Accounts. 9. Voting has to be done for each item of e Notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained. 10. You may en cast your vote by selecting an appropriate option and click on Submit, a confirmation box will be displayed. Click OK to confirm else CANCEL to modify. Once you confirm, you will not be allowed to modify your vote. During e voting period, Members can login any numbers of times till ey have voted on e Resolution. B. In case of Members receiving physical copy of Notice by post: [for members whose e-mail addresses are not available wi e Company / Depository Participant(s)]: 1. User ID and initial password as provided in e AGM Notice Form. 2. Please follow all steps from Sr.No. 1 to 10 as mentioned in (A) above, to cast your vote. C. Members, whose names are recorded in e register of beneficial owners maintained by e Depositories as on e cut-off date, may obtain e user ID and Password by sending a request at evoting@karvy.com or to e Company at investors@ksk.co.in. on receipt of User ID and password, please follow all steps from Sr.No.1 to 10 as mentioned in (A) above, to cast your vote. However, if you are already registered wi Karvy for remote e-voting, en you can use your existing user Id and password for casting your vote. If you have forgotten your password, you can reset your password by sending Forgot User Details / Password option available on www.evoting.karvy.com or contact karvy at e following toll free No.1-800-345-4001 In case of any query pertaining to e-voting, please visit Help & FAQ's section of Karvy e-voting website https://evoting.karvy.com 06
STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 As required by Section 102 of e Companies Act, 2013 (e Act), e following Explanatory Statement sets out all material facts relating to e business mentioned under Item No.4 & 5 of e accompanying Notice dated 20 July, 2015 Item No. 4 Appointment of Mrs. Shubhalakshmi Panse as an Independent Director Mrs. Shubhalakshmi Panse was appointed as an Additional Director of e Company by e Board of Directors at its meeting held on 30 March, 2015 under Section 161 of e Companies Act, 2013. Mrs. Shubhalakshmi Panse shall hold office up to e date of e forcoming Annual General Meeting and is eligible to be appointed as an Independent Director for a term upto five years. In accordance wi e provisions of Section 149 read wi Schedule IV to e Act, appointment of an Independent Director requires approval of Members. The Company has received a declaration of Independence from Mrs. Shubhalakshmi Panse at she meets e criteria of Independence as prescribed bo under sub-section (6) of Section 149 of e Act and under Clause 49 of e Listing Agreement. Mrs. Shubhalakshmi Panse is not disqualified from being appointed as a Director in terms of Section 164 of e Act and has given her consent to act as a Director. The Company has received a notice in writing from a Member along wi e deposit of requisite amount under Section 160 of e Act proposing e candidature of Mrs. Shubhalakshmi Panse for e office of Director of e Company. None of e Directors or Key Managerial Personnel and eir relatives, except Mrs. Shubhalakshmi Panse is concerned or interested in is Resolution. The Board commends e Ordinary Resolution set out at item No. 4 for approval of Members. Item No. 5 Conversion of Loan into Equity Share Capital To meet funding requirements towards proposed capital expenditures, operational expenditure and working capital wi respect to e power projects being set up by e Company, its Subsidiaries and Associate Companies and for general corporate purposes, your Company has availed / will avail financial assistance by way of Rupee Term Loans, Non convertible Debentures, Foreign Currency Loans, FCCB, Corporate Loans etc., from time to time from various lenders i.e. Bank(s) / Financial Institution(s) upon such terms and conditions stipulated by em and approved by e Board. One of e terms of sanction provides at in e event of default by e Company under e lending arrangements or upon exercise of an option provided under e lending arrangements e Bank(s) / Financial Institution(s) and oer lenders may be entitled to exercise e option to convert whole or part of eir outstanding facility into fully paid up ordinary Equity Shares of e Company at a price to be determined in accordance wi e applicable SEBI regulations at e time of such conversion. 07
The proposed resolution is an enabling resolution under e provisions of e Section 62(3) and oer applicable provisions of e Companies Act, 2013 in view of e fact at under e lending arrangements, e Bank(s) / Financial Institution(s) or lenders (including a Rupee Term Loan Facility being currently availed from L&T Infra Finance) insist for inclusion of an option to convert e outstanding facility into Equity in e event of default or upon exercise of an option provided under e lending arrangements in e facility agreements. Allotment of Equity Shares as above requires prior approval of e Members by way of Special Resolution. Hence is enabling resolution. None of e Directors and Key Managerial Personnel of e Company and eir relatives may be deemed to be concerned or interested in e resolution except to e extent of eir respective shareholdings in e Company if any. The Board commends e Special Resolution as set out at item No. 5 for approval of Members. By order of e Board of Directors Place: Hyderabad Date: 20 July, 2015 Regd. Off: 8-2-293/82/A/431/A, Road No.22, Jubilee Hills, Hyderabad 500 033. Ph:040-23559922; Fax: 040-23559930 E-mail: investors@ksk.co.in Website: www.ksk.co.in CIN: L45204AP2001PLC057199 M.S. Phani Sekhar Company Secretary 08
Brief Profile of Directors seeking Appointment/Re-appointment Item No.2: Mr. Tanmay Das Mr. Tanmay Das has a Bachelor of Science degree in Electrical Engineering from e University College of Engineering, Burla, a Postgraduate Diploma in Management from e Xavier's Institute of Management, Bhubaneshwar and is a Chartered Financial Analyst. He has more an 15 years of experience in project finance, fund management and development of generation assets. He oversees e hydro power business and asset management activities of KSK Group. The names of Companies and Committees in which Mr. Tanmay Das is a Director/Member is available for inspection at e registered office of e Company during business hours. Item No. 4: Mrs. Shubhalakshmi Panse Mrs. Shubhalakshmi Panse, was e former Chairman & Managing Director of Allahabad Bank and had an illustrious career full of many milestone achievements and contributions in e field of Banking. She has a Post Graduate Degree in Science, Certified Associate of e Indian Institute of Bankers (CAIID) and Masters in Business Administration from e USA. Her quest for excellence enabled her to create a landmark difference in various capacities - as Regional Manager and Circle Head in Bank of Maharashtra; and as Executive Director of Vijaya Bank and CMD of Allahabad Bank, e oldest Public Sector bank of India. Mrs. Shubhalakshmi Panse has received many awards and tributes in recognition of her leadership. She has been a stalwart wiin e Banking Industry and an ever inspiring beacon of light and inspiration for all women professionals. The names of Companies and Committees in which Mrs. Shubhalakshmi Panse is a Director/Member is available for inspection at e registered office of e Company during business hours. 09
PEDDAMMA TEMPLE ROAD NO-10, JUBLEE HILLS JUBLEE HILLS CHECK POST CAFÉ ABBOTT MCR HRD ROUTE MAP MADHAPUR Venue Plot No: 694 ROAD NO-33 JUBLEE HILLS 10
KSK ENERGY VENTURES LIMITED CIN: L45204AP2001PLC057199 Registered Office: 8-2-293/82/A/431/A, Road No.22, Jubilee Hills, Hyderabad-500033, Telangana, India, Tel:040-2355 9922-25 Fax: 040-2355 9930 E-mail: investors@ksk.co.in Website :www.ksk.co.in ATTENDANCE SLIP I/we, hereby record my/our presence at e 15 Annual General Meeting of e Company held on Wednesday, 26 August, 2015 at 11.00 AM at Plot No. 694, Road No. 33, Jubilee Hills, Hyderabad - 500033 and at every adjournment ereof. DP ID: No. of Shares held: Regd. Folio/ Client ID No.: Name and Address of e Shareholder(s): If Shareholder(s), please sign here If Proxy, please mention name and sign here Name of Proxy Signature Notes : (1) Shareholder / Proxy-holder, as e case may be, is requested to produce e attendance slip duly at e entrance of e Meeting venue. (2) Members are requested to advise e change of eir address, if any, to Karvy Computer Share Pvt. Ltd. at e above address KSK ENERGY VENTURES LIMITED CIN: L45204AP2001PLC057199 Registered Office: 8-2-293/82/A/431/A, Road No.22, Jubilee Hills, Hyderabad-500033, Telangana, India, Tel:040-2355 9922-25 Fax: 040-2355 9930 E-mail: investors@ksk.co.in Website :www.ksk.co.in PROXY FORM [Pursuant to section 105(6) of e Companies Act, 2013 and Rule 19(3) of e Companies (Management and Administration) Rules, 2014] Name of e Member(s)...... Registered address:...... E-mail id :... Folio No./Client ID:...... DP ID :... I/We, being e member(s) of......... shares of KSK Energy Ventures Limited, hereby appoint 1. Name:... Address:...... E-mail Id:... Signature:......, or failing him 2. Name:... Address:... E-mail Id:...Signature:..., or failing him 3. Name:... Address:...,... E-mail Id:...Signature:..., or failing him as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at e 15 Annual General Meeting of e Company to be held on 26 August, 2015 at 11.00 AM. at Plot No. 694, Road No. 33, Jubilee Hills, Hyderabad-500 033 and at any adjournment ereof in respect of such resolutions as are indicated below: 11
Resolutions For Against Abstain 1. Adoption of audited financial statements (including audited consolidated financial statements) for e Financial Year ended 31 March, 2015 and e Reports of e Directors and Auditors ereon 2. Re-appointment of Mr. Tanmay Das, Director who retires by rotation 3. Ratification of e appointment of Statutory Auditors and Fixation of eir remuneration 4. Appointment of Mrs. Shubhalakshmi Panse as an Independent Director 5. Conversion of Loan into Equity Share Capital st Signed is...... day of...... 2015 Signature of Shareholder Signature of Proxy holder(s) Affix Revenue Stamp **This is only optional. Please put a ' ' in e appropriate column against e resolutions indicated in e Box. Alternatively, you may mention e number of Shares in e appropriate column in respect of which you would like your proxy to vote. If you leave all e columns blank against any or all e resolutions, your proxy will be entitled to vote in e manner as he/she inks appropriate. Note: Note: The proxy form to be effective, should be duly stamped, completed, signed and must be returned so as to reach e Registered Office of e Company, not less an 48 hours before e time for holding e aforesaid meeting. The proxy need not be a Member of e Company. 12