Haldia Petrochemicals Limited

1 1 Haldia Petrochemicals Limited Annual Report -2014-15 REGISTERED office 1, Auckland place Kolkata - 700017 2 CORPORATE OVERVIEW BOARD OF DIRECTORS Dr. S Kishore, IAS Director Dr. Krishna Gupta, IAS Director Mr. A K Pandey Director Mr. H K Dwivedi , IAS Director Dr. P Chatterjee Director Mr. S Chatterjee , Director Mr. Vijay K Chaudhry Director Mrs. Sreoshi Palchoudhuri Director Mr. Sumit Sanghai Nominee Director, ICICI Mr. Sisir Kr Mukherjee Nominee Director, SBI Mr. S K Arora Nominee Director, IFCI Dr. S S Banerjee Nominee Director, IDBI Mr.

2 Subrata Gupta Nominee Director, IDBI CFO and Company Secretary Mr Ashutosh Bose AUDITORS M/s N C Banerjee & Co., Chartered Accountants, M/s Singhi & Co, Chartered Accountants INTERNAL AUDITORS HPL s Management Audit Team SECRETARIAL AUDITOR M/s S Sarkar & Associates ANNUAL GENERAL MEETING at pm at the Board Room, 5th Floor, West Bengal Industrial Development Corporation Limited , 23 Abanindranath Thakur Sarani, Kolkata-700 017 REGISTERED office 1, Auckland Place Kolkata 700 017 3 REGD. office 1, AUCKLAND PLACE CALCUTTA 700 017 TEL : (033) 2283 1640/43/45 FAX : (033) 2280 6220 / 2283 1673 CIN of HPL: U23209WB1985 SGC039487 NOTICE OF THE ADJOURNED TWENTY NINTH ANNUAL GENERAL MEETING Notice is hereby given that the Adjourned 29th Annual General Meeting of Haldia Petrochemicals Limited will be held on Thursday, 31st December 2015 at pm at Board Room, 5th Floor, West Bengal Industrial Development Corporation Limited , 23 Abanindranath Thakur Sarani, Kolkata-700 017 to transact the following business.

3 ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements including the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2015 together with the Reports of the Directors and the Auditors thereon and Comments of the Comptroller & Auditor General of India, in terms of Section 143(6) of the Companies Act, 2013. 2. To appoint a Director in place of Dr. S Kishore (DIN 00062396), who retires by rotation and being eligible offers himself for re-appointment. 3.

4 To appoint a Director in place of Mr. S K Arora (DIN 00061420) who retires by rotation and being eligible offers himself for reappointment. 4. To approve the remuneration of Statutory Auditors for the financial year 2014 15 and in connection therewith, to pass, with or without modification, the following as Ordinary Resolution : RESOLVED that approval of the Company be and is hereby accorded to payment of remuneration aggregating Lacs ( lacs each) to the two joint Statutory Auditors of the Company, namely M/s Singhi & Co., Kolkata and M/s Banerjee & Co, Kolkata, appointed by The Comptroller & Auditor General of India ( CAG ) for the Audit of Accounts of the Company including consolidation of Accounts with its subsidiaries, for the financial year 2014-15, plus applicable service tax, and other out of pocket expenses incurred by them in connection with the aforesaid Audit.

5 SPECIAL BUSINESS 5. Authority to the Board to borrow u/s 180(1)(c) of the Companies Act, 2013 To consider, and if thought fit, to pass with or without modification(s), the following resolution as a Special resolution: 4 RESOLVED that in supersession of the resolution passed by the shareholders at the Extra-Ordinary General Meeting of the Company held on 28th August2014, pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules thereunder, and as amended from time to time, the consent of the Shareholders be and is hereby accorded to the Board of Directors for borrowings (including by way of issue of debentures/bonds)

6 In Indian and/or foreign currency from time to time, such sum or sums of monies, as it may consider fit, for the purpose of the business of the Company, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company s lenders/investors in the ordinary course of business), may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount of such borrowing outstanding at any given point of time shall not at any time exceed the limit of ,10,00,00,00,000 (Rupees Eleven Thousand crores).

7 RESOLVED FURTHER that the Board of Directors be and is hereby authorized and empowered to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fit and to do all such acts, deeds and things to execute all such documents, instruments and writings as may be required. 6. Authority to Board to mortgage and/or create charge on assets of the Company in favour u/s 180(1) (a) of the Companies Act, 2013 To consider, and if thought fit, to pass with or without modification(s), the following resolution as a Special resolution.

8 RESOLVED that in supersession of the resolution passed by the shareholders at the Extra-Ordinary General Meeting of the Company held on 28th August2014, pursuant to Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time the consent of the Shareholders be and is hereby accorded to the Board of Directors towards creation of such mortgages, charges and hypothecations, etc., as may be necessary on the assets of the Company, both present and future in favour of Financial Institutions, banks, other lenders, the holders of debentures/ bonds and/or other instruments to secure rupee term loans/foreign currency loans, debentures/ bonds and other debts(hereinafter referred to as the Lending Agencies )

9 And Trustees and/or agents, if any, for and on their behalf to secure rupee term loans/foreign currency loans, debentures/ bonds and other debts, Guarantees and/or any other dues/ overdues up to an outstanding aggregate value not exceeding ,00,00,000 (Rupees eleven Thousand crores) together with interest compound interest, additional interest, liquidated damages, guarantee commission, commitment charges, premia on pre-payment or on redemption, gains /losses arising from fluctuations in foreign exchange rates, costs, charges, expenses and all other monies payable by the Company.

10 RESOLVED FURTHER that the Board of Directors be and is hereby authorized to finalize with the Lending Agencies/Trustees, the documents for creating the aforesaid mortgages, charges and/or hypothecation and to accept any modifications to or to modify, alter or vary, the terms and 5 conditions of the aforesaid documents and to do all such acts, deeds and things and to execute all such documents and writings as it may consider for giving effect to this Resolution. 7. Appointment of Mr. as a Director of the Company To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 152, 160, 161(1) and all other applicable provisions of Companies Act, 2013, and Companies (Appointment and Qualification of Directors) Rules, 2014,(including any statutory modification(s) or re-enactment thereof for the time being in force), Mr.