CG POWER AND INDUSTRIAL SOLUTIONS LIMITED...amount of monies so raised or borrowed shall not exceed ` 5,000 Crores (Rupees Five Thousand Crores). RESOLVED FURTHER THAT the Board be

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CG POWER AND INDUSTRIAL SOLUTIONS LIMITED (CIN : L99999MH1937PLC002641)

Registered Office: 6th Floor, CG House, Dr. Annie Besant Road, Worli, Mumbai 400 030 Email: [email protected] Website: www.cgglobal.com

Phone: +91 22 2423 7777 Fax: +91 22 2423 7733

Please Note: The venue for the 82nd Annual General Meeting is Patkar Hall, SNDT Women’s University, 1 Nathibai Thackersey Road, Mumbai 400 020

NOTICE

NOTICE is hereby given that the Eighty Second Annual General Meeting of the Members of CG POWER AND INDUSTRIAL SOLUTIONS LIMITED will be held on Saturday, 14 December 2019 at 2:00 p.m. (IST) at Patkar Hall, SNDT Women’s University, 1 Nathibai Thackersey Road, Mumbai 400 020 to transact the following business:

ORDINARY BUSINESS:

Adoption of Financial Statements

1. To consider and adopt:

(a) theAuditedStandaloneFinancialStatementsoftheCompanyforthefinancialyearended31March2019,togetherwiththe reports of the Board of Directors and Auditors thereon; and

(b) theAuditedConsolidatedFinancialStatementsoftheCompanyforthefinancialyearended31March2019,togetherwith the report of Auditors thereon.

SPECIAL BUSINESS:

Retirement by rotation of Director – Dr Omkar Goswami (DIN: 00004258)

2. Toconsiderand,ifthoughtfit,topassthefollowingresolutionasanOrdinary Resolution:

“RESOLVED THAT Dr Omkar Goswami (DIN: 00004258), Director liable to retire by rotation, who does not offer himself for re-appointment be not re-appointed as a Director of the Company and the vacancy so caused on the Board of the Company benotfilled.”

Ratification of Remuneration payable to the Cost Auditor


“RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit andAuditors)Rules,2014andotherapplicableprovisions,ifany,(includinganystatutorymodification(s)orre-enactment(s)thereof for the time being in force), the remuneration of ` 700,000/- (Rupees Seven Lakhs Only) plus taxes as applicable and reimbursementofout-of-pocketexpensestoconducttheauditofcostrecordsoftheCompanyforthefinancialyearending31 March 2020, to be paid to M/s. R. Nanabhoy & Co., Cost Accountants (Firm Registration No.000010), as approved by the BoardofDirectorsoftheCompany,beandisherebyratifiedandconfirmed.”

Appointment of Director – Mr Sudhir Mathur (DIN: 01705609)


“RESOLVED THAT pursuant to the provisions of Section 152 and Rules made thereunder and all other applicable provisions oftheCompaniesAct,2013(includinganystatutorymodification(s)orre-enactment(s)thereofforthetimebeinginforce)andArticles of Association of the Company, Mr Sudhir Mathur (DIN: 01705609), who was appointed as an Additional Director of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Companyandwhoholdsofficeupto thedateof thisAnnualGeneralMeetingand in respectofwhomtheCompanyhasreceived a notice in writing under Section 160 of the Companies Act, 2013, from a member proposing his candidature for the officeofDirectorbeandisherebyappointedasaDirectoroftheCompany,liabletoretirebyrotation.”

Confirmation of appointment of Mr Sudhir Mathur (DIN: 01705609) as an Independent Director from 1 October 2018 up to 9 May 2019


“RESOLVED THAT pursuant to the provisions of Sections 149,150,152,160 and all other applicable provisions of the CompaniesAct,2013andtheCompanies(AppointmentandQualificationofDirectors)Rules,2014readwithScheduleIVof

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the Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations andDisclosureRequirements)Regulations,2015(includinganystatutorymodification(s)orre-enactment(s)thereofforthetimebeing in force), theMembersof theCompanyconfirmedtheappointmentofMrSudhirMathur (DIN:01705609),as Non-ExecutiveIndependentDirectoroftheCompanyfrom1October2018upto9May2019.”

Appointment of Mr Sudhir Mathur (DIN: 01705609) as a Whole Time Executive Director with effect from 10 May 2019 for a period of 5 years


“RESOLVED THAT pursuanttotheprovisionsofSections149,150,152,196,197and203readwithScheduleVandotherapplicable provisions, if any, of the Companies Act, 2013 (‘the Act’), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules under the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the consent of Members of the Company be and is hereby accorded for appointment of Mr Sudhir Mathur as Whole Time Executive Director of the Company with effect from 10 May 2019 for a periodoffiveyears,onthetermsandconditionsassetoutintheExplanatoryStatementannexedhereto.

RESOLVED FURTHER THAT the Board of Directors on the recommendation of Nomination and Remuneration Committee of the Company be and are hereby authorised to alter the terms and conditions and/or revise the remuneration package of Mr Sudhir Mathur, as and when necessary during his tenure as Whole Time Executive Director, in conformity with Section 197,readwithScheduleVoftheAct.

RESOLVED FURTHER THAT inanyof thefinancialyearsduringthetenureofMrMathur, includingfinancialyear2019-2020,iftheCompanyhasnoprofitsoritsprofitsareinadequate,theCompanyshalltakerequisiteapprovalsforpaymentof remuneration to Mr Mathur including the approval of the Members of the Company as per the applicable provisions of ScheduleVoftheAct.”

Appointment of Mr Narayan K Seshadri (DIN: 00053563) as an Independent Director

7. Toconsiderand,ifthoughtfit,topassthefollowingresolutionasan Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149,150,152,160 and all other applicable provisions of the CompaniesAct,2013andtheCompanies(AppointmentandQualificationofDirectors)Rules,2014readwithScheduleIVofthe Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations andDisclosureRequirements)Regulations,2015(includinganystatutorymodification(s)orre-enactment(s)thereofforthetime being in force), Mr Narayan K Seshadri (DIN: 00053563), who was appointed as an Additional Director (Non-Executive Independent) of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of AssociationoftheCompany,witheffectfrom8March2019,andwhoholdsofficeuptothedateofthisAnnualGeneralMeeting, and in respect of whom the Company has received a notice in writing from a Member proposing his candidature fortheofficeofDirector,beandisherebyappointedasaNon-ExecutiveIndependentDirectoroftheCompany,notliabletoretirebyrotationandtoholdofficeforatermoffiveconsecutiveyearsfrom8March2019upto7March2024.”

Borrowing in excess of limits mentioned under Section 180 (1)(c) of the Companies Act, 2013

8. Toconsiderand,ifthoughtfit,topassthefollowingresolutionasaSpecial Resolution:

“RESOLVED THAT pursuant to Section 180(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 readwiththeRules,ifany,madethereunder(includinganystatutorymodification(s)orre-enactment(s)thereofforthetimebeing in force) and provisions of the Articles of Association of the Company, the consent of the Members of the Company beandisherebyaccordedtotheBoardofDirectorsoftheCompany(hereinafterreferredtoasthe“Board”whichtermshallbe deemed to include person(s) authorised and / or any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution) to borrow any sum or sums of money, in Indian Rupees and / or in any foreign currency from time to time, at its discretion, for the purpose of the business of the Company or such other purpose, which together with the monies already borrowed by the Company (apart from temporary loans obtained / to be obtained from the Company’s Bankers in the ordinary course of business) may at any time exceed the aggregate of paid up share capital, its free reserves and securities premium of the Company provided that the outstanding amount of monies so raised or borrowed shall not exceed ` 5,000 Crores (Rupees Five Thousand Crores).

RESOLVED FURTHER THATtheBoardbeandisherebyauthorisedandempoweredtofinalisethetermsandconditionsof all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as it may in its absolute discretion determine and to do all such acts, deeds and things, to execute all such documents, instruments and writings as mayberequiredtogiveeffecttotheaboveresolution.”

By Order of the Board

Shikha KapadiaCompany Secretary and Compliance Officer

Membership No. ACS 20733

Mumbai, 10 November 2019

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NOTES:

(a) Proxy(ies):

AMEMBERENTITLEDTOATTENDANDVOTEISENTITLEDTOAPPOINTONEORMOREPROXY(IES)TOATTENDANDVOTEONHIS/HERBEHALFONAPOLLANDSUCHPROXY(IES)NEEDNOTBEMEMBER(S)OFTHECOMPANY.Proxy(ies),inordertobeeffective,mustbereceivedbytheCompany,dulyfilled,signed(inpen)andstamped,notlessthan48(fortyeight) hours before the 82nd Annual General Meeting (‘Meeting’). A person can act as a Proxy on behalf of Member(s) not morethan50(fifty)orsuchnumberofMember(s)holdingintheaggregatenotmorethan10%(tenpercent)ofthetotalsharecapital of the Company carrying voting rights. In case a Proxy is proposed to be appointed by a Member holding more than 10%(tenpercent)ofthetotalsharecapitaloftheCompanycarryingvotingrights,thensuchProxyshallnotactasaProxyfor any other person or Shareholder.

IfapersonisappointedasaProxyformorethan50(fifty)Members,heshallchooseany50(fifty)Membersandconfirmthesame to the Company 24 (twenty four) hours before the commencement of the Meeting. In case the Proxy fails to do so, the Companyshallconsideronlythefirst50(fifty)Proxiesreceivedinrespectofsuchpersonasvalid.

The Proxy Form in the prescribed format is being sent herewith.

A Proxy Form, if not complete in all respects, will be considered invalid.

Duringtheperiodbeginning24(twentyfour)hoursbeforethetimefixedforthecommencementoftheMeetingandendingwiththe conclusion of the Meeting, a Member would be entitled to inspect the Proxy(ies) lodged, between 9.00 a.m. to 6.00 p.m. (IST) provided that not less than 3 (three) days’ prior notice in writing is given to the Company.

(b) Explanatory Statement:

An Explanatory Statement as per Section 102 of the Companies Act, 2013 (‘Act’) in respect of the businesses under Item Nos. 1, 2, 3, 4, 5, 6, 7 and 8 of this Notice, proposed to be transacted at the Meeting and relevant information with respect to Directors seeking appointment at the Meeting under Item Nos. 4, 5, 6 and 7 of this Notice respectively, as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), are annexed to this Notice.

(c) Corporate Representations:

Pursuant to the provisions of Section 113 of the Act, Body Corporate Members who intend to send their authorised representative(s)toattendtheMeetingarerequestedtosend,totheCompany,acertifiedcopyoftheResolution,ofitsBoardof Directors or other governing body, authorising such representative(s) alongwith the respective specimen signature(s) of those representative(s) authorised to attend and vote on their behalf at the Meeting.

(d) Queries:

Queries on Financial Statements and operations of the Company, if any, may be sent to the Company Secretary at least 7 (seven) days in advance of the Meeting so as to enable the Management to keep the information ready at the Meeting.

(e) Unclaimed/Unpaid Dividends and Shares:

Duringthefinancialyear2018-19,intermsoftheprovisionsofSections124and125oftheActandtheInvestorEducationandProtection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time (‘IEPF Rules’), the dividend(s) which have remained unclaimed/unpaid for a period of 7 (seven) consecutive years and the corresponding equity shares have been transferred to the Investor Education and Protection Fund (‘IEPF’) and Investor Education and Protection Fund Authority respectively.

Further, in compliance with the IEPF Rules, the Company had communicated individually to all the concerned shareholders at their registered addresses, whose share(s) were liable to be transferred, for taking the appropriate action(s). Additionally Notices were also published in the Newspapers - Free Press Journal and Navashakti in this regard.

Unpaid/unclaimedDividend(s)pertainingtothefinancialyears2012-2013to2014-2015which,ifremain,unclaimed/unpaidfor a period of seven consecutive years are due to be transferred to IEPF on the dates given as under:

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Date of Declaration of Dividend Due Date for Transfer to the IEPF

1 November 2012 30 November 2019

6 August 2013 5 September 2020

8 November 2013 7 December 2020

29 January 2014 28 February 2021

5 August 2014 4 September 2021

1 October 2014 15 November 2021

3 February 2015 2 March 2022

Pursuant to the IEPF Rules, the Company has uploaded details of unpaid and unclaimed dividend amount(s) lying with the Company as on 28 September 2018 (date of previous Annual General Meeting) in the Investors section on the website of the Company www.cgglobal.com and also on the website of MCA www.iepf.gov.in. Members are requested to visit the website of the Company and/or MCA to check the status of their unpaid/unclaimed dividends and shares and are requested to contact Datamatics Business Solutions Limited (Formerly known as Datamatics Financial Services Limited), the Registrar and Share Transfer Agent of the Company to claim the same.

Shareholders can also view the status of their unclaimed dividend at Investor Access web portal available on the website of the Company at www.cgglobal.com.

(f) Dispatch of Notice and Annual Report through electronic means and inspection of documents:

ElectroniccopyoftheAnnualReportforFY2018-2019alongwithNoticeofthe82nd Annual General Meeting of the Company are being sent to all the Members whose e-mail address are registered with the Company/Depository Participant(s) pursuant to Sections 101 and 136 of the Act read with relevant rules made thereunder and Regulation 36 of the Listing Regulations as amendedfromtimetotime,unlessanyMemberhasspecificallyrequestedforahardcopyofthesame.ForMemberswhohavenotregisteredtheire-mailaddress,physicalcopiesoftheAnnualReportforFY2018-2019alongwithNoticeofthe 82nd Annual General Meeting of the Company is being sent through the permitted mode.

Members can also access the aforesaid documents on the Company’s website www.cgglobal.com.

The physical copies of the aforesaid documents and all documents referred to in this Notice and accompanying Explanatory StatementwillalsobeavailableattheCompany’sRegisteredOfficeforinspectionduringnormalbusinesshours(9:00a.m.to 6:00 p.m. (IST)) on all working days, excluding Saturdays, upto the date of the Meeting and at the venue of the Meeting.

Members who have not registered their e-mail addresses with the Company can now register the same by sending the duly filledinandsignede-mailregistrationformattachedtothisNotice.Evenafterregisteringfore-communication,Membersareentitled to receive such communication in physical form upon making a written request for the same.

(g) Electronic voting:

In compliance with provisions of Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and SS-2, the Company is pleased to provide its Members, holding shares in physical or dematerialised form, facility to vote by electronic means from a place other than the venue of the Meeting (‘remote e- voting’) on all resolutions proposed to be considered and transacted at the Meeting. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) to provide remote e-voting facility. Members are requested to refer to the instructions, process and manner for remote e-voting accompanying this Notice.

The cut-off date for determining the Members eligible to vote on resolutions proposed to be considered at the Meeting is Saturday, 7 December 2019. The remote e-voting period will commence on Tuesday, 10 December 2019 at 9:00 a.m. (IST) and end on Friday, 13 December 2019 at 5:00 p.m. (IST).

Members may also note that the facility for voting either through remote e-voting and Ballot Paper shall be made available at the venue of the Meeting and the Members attending the Meeting who have not already cast their vote by remote e-voting shall be able to exercise their voting rights at the Meeting. Further Members who have cast their vote by means of remote e-voting prior to the Meeting may attend the Meeting but shall not be entitled to cast their vote again. The e-voting instruction slip should be taken as forming part of this Notice.

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Members must note that voting by show of hands will not be available at the Meeting in terms of the aforesaid provisions.

Any person becoming the Member of the Company after the dispatch of Notice of the Meeting and holding shares as on the cut-off date i.e. Saturday, 7 December 2019 may obtain the user ID and password by referring to the e-voting instructions attached to this Notice available on the Company’s website www.cgglobal.com and the website of NSDL www.evoting.nsdl.com.

(h) Registrar & Share Transfer Agent & Investor Services Department:

The Company’s Registrar & Share Transfer Agent is Datamatics Business Solutions Limited (‘DBSL’) (Formerly known as Datamatics Financial Services Limited). In addition to the Registrar & Share Transfer Agent, our Corporate Secretarial DepartmentishappytoassistincaseofanydifficultiesbeingexperiencedbytheMembersintheirinteractionwithDBSL.For any communication, the Shareholders may send an e-mail to the Company’s Corporate Secretarial Department at [email protected].

Address and details for correspondence with DBSL and the Corporate Secretarial Department are provided in the section titled ‘Report on Corporate Governance’ in the 82ndAnnualReportforFY2018-2019.

(i) Route Map and Travel Arrangements:

As per the requirements of SS-2, a route map showing directions to reach the venue of the Meeting is given at the end of this Notice. Further the Company has made arrangements for commute, to and fro, from CST Local Station to the venue of the Meeting.Vehicles(withaCGbanneraffixed)willdepartat1.00p.m.(IST)fromCSTLocalStationtoenabletheMemberstoreach the venue on time.

(j) Dematerialisation of Shares:

Attention is drawn to Regulation 40 of Listing Regulations which has mandated that transfer of securities would be carried out only in dematerialised form.

Membersarethereforerequestedtodematerializetheirphysicalholdings.Foranyclarification,assistanceor informationrelating to dematerialization of Company’s shares, please contact the Company’s Registrar & Share Transfer Agent, Datamatics Business Solutions Limited (Formerly known as Datamatics Financial Services Limited) at Tel No.022- 6671 2001 to 6671 2006 or e-mail at [email protected].

(k) Miscellaneous:

Members and Proxy(ies) are requested to bring their valid identity proof such as PAN Card, Passport, Aadhar Card or Driving LicenseatthetimeoftheMeetingforidentificationpurposeandthecopyoftheirAnnualReportandattendanceslipdulyfilledinandsignedforattendingtheMeeting.




Mumbai, 10 November 2019

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

In conformity with the provisions of Section 102 of the Companies Act, 2013 (‘Act’) and Secretarial Standard-2 (‘SS-2’) on General Meetings issued by the Institute of Company Secretaries of India, the following Explanatory Statement and annexure thereto should be taken as forming part of this Notice.

Item No. 1

Giventhenatureandfinancialmagnitudeoftheobservationsmade(a) inthedisclosuresdated19August2019madebytheCompany to the stock exchanges and (b) by the Joint Statutory Auditors in their ‘Basis for Disclaimer of Opinion’, as disclosed in theStatutoryAuditReportsbothonstandaloneandconsolidatedfinancialstatementsfortheyearended31March2019formingpart of the enclosed 82ndAnnualReportforFY2018-2019,neithertheBoardofDirectorsnortheJointStatutoryAuditorsoftheCompanycanpresentlyclaimthatthestandaloneandconsolidatedfinancialstatementsforthefinancialyearended31March2019,representatrueandfairviewofthefinancialpositionoftheCompany.Pleasenotethatsubsequenttothedisclosuresdated19 August 2019 made by the Board of Directors to the stock exchanges, the Company has mandated a detailed independent forensic investigation into the affairs of the Company. It should be noted that there is no certainty on whether any further revision(s) to the accounts under Section 131 of the Companies Act, 2013 may be required in the future. For further details please refer to the‘SignificantMattersRelevanttotheYearunderReview’and‘Director’sResponsibilityStatement’sectionoftheDirectors’Report forming part of the 82ndAnnualReportforFY2018-2019.KindlyalsoreferindetailtheStatutoryAuditReportsandnotestoaccountsofbothstandaloneandconsolidatedfinancialstatementfortheyearended31March2019.

Item No. 2

In accordance with the provisions of Section 152 of the Act, read together with the Articles of Association of the Company, Dr Omkar Goswami (DIN: 00004258), is liable to retire by rotation at the ensuing Annual General Meeting of the Company.

Dr Goswami has not offered himself for re-appointment. The Board proposes that the vacancy caused by his retirement be not filled-up.

The Board of Directors recommends the resolution as set out at Item No. 2 for approval of the Members as an Ordinary Resolution.

Except for Dr Omkar Goswami none of the Directors and Key Managerial Personnel of the Company or their relatives are in any wayfinanciallyorotherwise,concernedorinterestedintheresolutionassetoutatItemNo.2oftheaccompanyingNoticeexceptto the extent of their shareholding in the Company, if any.

Item No. 3

The Board of Directors of the Company, on the recommendation of the Risk and Audit Committee of the Board, have at their Meeting held on 30 August 2019 approved the appointment of M/s. R. Nanabhoy & Associates, Cost Accountants (Firm RegistrationNo.000010)forconductingtheauditofthecostrecordsoftheCompanyforthefinancialyearending31March2020at a remuneration of ̀ 700,000/- (Rupees Seven Lakhs Only) plus applicable taxes and reimbursement of out-of-pocket expenses.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Risk and Audit Committee and approved by the Board is requiredtoberatifiedbytheMembersoftheCompany.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 3 of this Notice for ratificationoftheremunerationpayabletotheCostAuditorsoftheCompanyforthefinancialyearending31March2020.

Except to the extent of their shareholding in the Company, if any, none of the Directors, Key Managerial Personnel or their relativesareinanyway,financiallyorotherwise,concernedorinterestedinthesaidOrdinaryResolutionsetoutatItemNo.3ofthe accompanying Notice.

The Board of Directors recommends the Ordinary Resolution at Item No. 3 for approval of the Members.

Item No. 4, 5 and 6

Mr Sudhir Mathur was appointed as an Additional Director (Non-Executive Independent Director) on the Board of the Company with effect from 1 October 2018 and thereafter as a Whole Time Executive Director of the Company with effect from 10 May 2019. IntermsoftheprovisionsofSection161oftheActheholdsofficeuptothedateofthisAnnualGeneralMeeting.Anoticeintermsof Section 160 of the Act has been received from a Member, signifying his intention to propose Mr Mathur’s candidature for the officeofDirectoroftheCompany.

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MrSudhirMathurhasmorethan32yearsofrichexpertiseandexperienceinoperations,finance,marketing,strategicplanningand regulatory affairs. He has a proven track record in deploying large capital to enable value creation for companies. Mr Mathur hasbeenexposedtohigh-growthsectorslikeOil&Gas,TelecomandInfrastructure.HewastheChiefExecutiveOfficerofCairnOil&Gas–VedantaLimited,wherehewasinstrumentalindefiningtheorganisation’sstrategyanditsexecution.

PriortojoiningCairninSeptember2012,MrMathurwastheChiefFinancialOfficerandHeadoftheNetcoBusinessforAircelCellular Limited. He has formerly held several leadership positions of increasing responsibility at Delhi International Airport Limited, Idea Cellular, Ballarpur Industries Limited, and Pricewaterhouse Coopers, India.

Mr Mathur is an Economics graduate from Shri Ram College of Commerce, Delhi University, and earned his Master’s degree in BusinessAdministrationfromCornellUniversity,NewYork,USA.

The Board of Directors basis the recommendation of Nomination and Remuneration Committee approved the appointment of MrMathurasWholeTimeExecutiveDirectoroftheCompanywitheffectfrom10May2019foraperiodoffiveyearsonthefollowing terms and conditions, subject to the approval of Members of the Company:

Salary:

Fixed Pay: ` 2.5 Crore per annum.

Annual increment will be decided by the Board of Directors on the recommendation of the Nomination and Remuneration Committee each year which shall be merit based and will take into account the performance of Mr Mathur against goals set by the Board as well as the performance of the Company.

Perquisites and Allowances:

A basket of perquisites and allowances up to ` 1 Crore per annum which would include rent free accommodation owned/leased bytheCompany,oneclubmembership,carfacilityandotherretiralbenefitsintermsoftheCompany’sRulesasmaybeagreedupon with Mr Mathur, up to the above amount.

For the purpose of calculating the above ceilings, perquisites would be evaluated in accordance with valuation principles adopted for Indian Income Tax purposes or reasonable estimates with respect to personal use, as applicable.

Performance Bonus (Target Variable Pay):

In addition to the above, Mr Mathur shall also be entitled to Performance Linked Incentive of ` 1.5 Crore as may be determined by the Board basis the recommendation of Nomination and Remuneration Committee taking into consideration various criteria, including the performance of Mr Mathur and the performance of the Company. The variable pay can be of any nature which may include stock options subject to applicable law and requisite approvals.

Thereafter, annually throughout the tenure of Mr Mathur the terms of his remuneration will be determined by the Board basis the recommendationofNominationandRemunerationCommitteeforeachfinancialyearorpartthereof,subjecttotheapplicableprovisionsofScheduleVoftheActorotherapplicableprovisionsoftheActoranyotherlawforthetimebeinginforce,takinginto consideration various criteria, including the performance of Mr Mathur and the performance of the Company and subject to requisiteapprovalsbeingobtained.Inthisregard,inanyofthefinancialyearsduringthetenureofMrMathur,includingfinancialyear2019-2020, if theCompanyhasnoprofitsor itsprofitsare inadequate, theCompanyshall take requisiteapprovals forpayment of remuneration to Mr Mathur including the approval of Members of the Company as per the applicable provisions of ScheduleVandotherapplicableprovisionsoftheAct.

Leave:

Mr Sudhir Mathur shall also be entitled for leave with full pay or encashment thereof, as per the rules of the Company.

Income-tax on the aforesaid remuneration package, as applicable, as per Indian Income-tax law, would be payable by Mr Sudhir Mathur. However, the Company may pay the income-tax on certain non-monetary perquisites as permitted by Income-tax law and approved by the Nomination and Remuneration Committee.

MrMathurdoesnotholdanyequitysharesintheCompanyeitherinhisindividualcapacity,orbeneficiallyforothersandisnotrelated to any Director or Key Managerial Personnel of the Company.

Other details of Mr Mathur as stipulated under Regulation 36 of the Listing Regulations and SS–2 are provided in the Annexure to this Explanatory Statement.

This Explanatory Statement together with accompanying Notice may be regarded as a memorandum setting out terms of employment of Mr Sudhir Mathur under Section 190 of the Act.

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MrMathurhascontributedsignificantlyinbringingtransparencyandisintheprocessofstrengtheningtheinternalcontrolsandprocesses for improvinggovernance.TheBoardconsiders thatMrMathur’sassociationwouldbeof immensebenefit to theCompany and recommends resolutions at item no. 4, 5 and 6 of the accompanying Notice for:

1) Appointment of Mr Mathur as director liable to retire by rotation,

2) ConfirmationofappointmentofMrSudhirMathur(DIN:01705609)asanIndependentDirectorduringtheinterimperiodfrom1 October 2018 up to 9 May 2019.

3) Appointment of Mr Sudhir Mathur (DIN: 01705609) as a Whole Time Executive Director with effect from 10 May 2019 for a period of 5 years on the terms and conditions as mentioned above.

Except for Mr Mathur, being an appointee, none of the Directors and Key Managerial Personnel of the Company or their relatives are inanywayfinanciallyorotherwise,concernedorinterestedintheresolutionassetoutatItemNo.4,5and6oftheaccompanyingNotice except to the extent of their shareholding in the Company, if any.

Item No. 7

Based on the recommendation of the Nomination and Remuneration Committee of the Board, the Board of Directors of the Company had, at their meeting held on 8 March 2019, appointed Mr Narayan K Seshadri (DIN: 00053563) as an Additional Director (Non-Executive Independent) on the Board of Directors of the Company. In terms of the provisions of Section 161 of the Act, MrNarayanKSeshadriholdsofficeuptothedateofthisAnnualGeneralMeeting.

TheCompanyhasreceivedanoticeinwritingfromaMemberproposingcandidatureofMrSeshadrifortheofficeoftheDirectorof the Company.

Mr Seshadri is the founder of Tranzmute LLP established to turnaround and rapidly grow high potential underperforming businesses under an unique equity based outcome driven business model. By providing new ideas, management and capital, Tranzmute “invests” in businesseswith considerable potential for growth.Mr Seshadri has led several such investments inFinancial, Retail, Contract Research & Manufacturing, Textiles, Paper and Lifestyle marketing.

Prior to establishing Tranzmute, Mr Seshadri founded Halcyon Resources & Management Private Limited, and before that the Managing Partner at KPMG’s Business Advisory Services Practice which he helped turnaround and rebuild. Before KPMG, Mr Seshadri led Arthur Andersen’s Business Consulting Practice in India as part of Andersen’s India leadership team. He built this practice to achieve a leadership position in the Consulting.

Mr Seshadri has worked in the UK, Middle East and India and helped on various global initiatives and engagements during his consulting career. Besides the industry sectors that he currently works with, Mr Seshadri has advised the Power, Banking & Financial Services, Agribusiness, Pharmaceutical, Healthcare, IT & ITES Sectors at different levels - from policy formulation to corporate strategy, restructuring and organization transformation.

Mr Seshadri is a Chartered Accountant by profession with over forty years of professional experience.

Other details of Mr Narayan K Seshadri as stipulated under Regulation 36 of the Listing Regulations and SS–2 are provided in the Annexure to this Explanatory Statement.

MrSeshadrihasconfirmedthathemeetsthecriteriaofindependenceasprovidedunderSection149oftheActandRegulation16 of Listing Regulations.

IntheopinionoftheBoard,MrSeshadrifulfilstheconditionsspecifiedintheAct,theCompanies(AppointmentandQualificationof Directors) Rules, 2014 and the Listing Regulations for his appointment as an Independent Director of the Company and is independent of the Management.

TheBoardconsidersthatMrSeshadri’sassociationwouldbeofimmensebenefittotheCompanyanddesirestoavailhisservicesasanIndependentDirectoroftheCompany.MrSeshadrihascontributedsignificantlyinbringingtransparencyandestablishinggovernance practices in the Company.

In view of the above and in terms of the provisions of Section 149 and other applicable provisions of the Act, Mr Narayan K SeshadriisproposedtobeappointedasanNon-ExecutiveIndependentDirectoroftheCompanyforfiveconsecutiveyears,from8 March 2019 to 7 March 2024.

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Except Mr Narayan K Seshadri, being an appointee, none of the Directors and Key Managerial Personnel of the Company or their relativesareinanyway,financiallyorotherwise,concernedorinterestedinthesaidOrdinaryResolutionsetoutatItemNo.7ofthe accompanying Notice. Mr Seshadri is not related to any Director of the Company. The Explanatory Statement together with the accompanying Notice and Annexure thereto may also be regarded as a disclosure under Regulation 36 of Listing Regulations.

The Board of Directors recommends the Ordinary Resolution at Item No. 7 of this Notice for approval of the Members.

Item No. 8

Pursuant to the provisions of Section 180(1)(c) of the Act, the Board of Directors of the Company cannot borrow monies in excess of the amount of paid up share capital, free reserves and securities premium without the approval of the Members of the Company by way of Special Resolution.

The current borrowing as of 31 March 2019 is ` 2,455.39 crores (fund based including short term loans) and ` 1,380.00 crores (non fund based).

KeepinginviewtheexistingborrowingandadditionalfundrequirementsandgiventhecurrentfinancialconditionoftheCompany,the Company is in urgent need of both long term capital and working capital and towards this, the management of the Company isintheprocessofidentifyingpotentialsourcesofcapitalincludingbutnotlimitedtofrombanks,financialinstitutions,lendinginstitutions,bodiescorporateand/orsuchpersons/individualsasmaybeconsideredfit,whichtogetherwithmoneysalreadyborrowed by the Company (apart from the temporary loans obtained by the Company from its bankers in the ordinary course of business) may exceed the aggregate of the paid-up capital, free reserves and securities premium of the Company. The Company is also seeking external advice on mode and sources of fund raising.

Hence, approval of the Members is sought for availing borrowings up to an amount of ̀ 5,000 Crore (Rupees Five Thousand Crore only) for meeting the immediate funding requirements of the Company.

None of the Directors and Key Managerial Personnel of the Company and their relatives are in any way, concerned or interested, financialorotherwise,inthisresolution.

The Board of Directors recommends the Special Resolution at Item No. 8 of this Notice for approval of the Members.



Membership No. ACS 20733Mumbai, 10 November 2019

10

ANNEXURE TO ITEM NOS. 4, 5, 6 AND 7 OF THE NOTICE CONVENING THE 82ND ANNUAL GENERAL MEETING OF THE COMPANY

Details of Directors seeking appointment at the 82nd Annual General Meeting of the Company pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India

Name of the Director Mr Sudhir Mathur (Item No. 4, 5 and 6)

Mr Narayan K Seshadri (Item No. 7)

DIN 01705609 00053563

Nationality Indian Indian

Date of First Appointment on the Board of Directors

1 October 2018 as Additional Independent Director

10 May 2019 as Whole Time Executive Director

8 March 2019 as Additional Independent Director

Age 57 years 62 years

Qualifications Economics graduate from Shri Ram College of Commerce, Delhi University, and Master’s degree in Business Administration from CornellUniversity,NewYork,USA.

Chartered Accountant

Capacity Whole Time Executive Director Non-Executive Independent Director

Experience and expertise in Specific Functional Areas

Mr Mathur has more than 32 years of rich expertise and experience in operations, finance, marketing,strategic planning and regulatory affairs. He has a proven track record in deploying large capital to enable value creation for companies. Mr Mathur has been exposed to high-growth sectors like Oil & Gas, Telecom and Infrastructure. He was theChiefExecutiveOfficerofCairnOil&Gas–VedantaLimited,wherehe was instrumental in definingthe organisation’s strategy and its execution.

Mr Seshadri provides strategic guidance in framing corporate strategy, organisational transformation and risk management. He is a Chartered Accountant by profession with over forty years of professional experience. He has held leadership positions in companies like Andersen and KPMG gaining immense experience before establishing his business of value management, investment advisory and private equity.

List of Directorships held in other Companies

NIL Indian Companies:

• MagmaFincorpLimited

• PIIndustriesLimited

• KalpataruPowerTransmissionLimited

• WabcoIndiaLimited

• AstraZenecaPharmaIndiaLimited

• SBICapitalMarketsLimited

• RamkyEnviroEngineersLimited

• TheClearingCorporationofIndiaLimited

• ClearcorpDealingSystemsIndiaLimited

• TVSInvestmentsPrivateLimited

• RadiantLifecarePrivateLimited(erstwhileHalcyonFinance & Capital Advisors Private Limited)

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List of Directorships held in other Companies

• Kritdeep Properties Private Limited (Formerlyknown as Chanel Estates Private Limited)

• HalcyonResources&ManagementPrivateLimited

• HalcyonEnterprisesPrivateLimited

• A2OSoftwareIndiaPrivateLimited

• TranzmuteCapital&ManagementPrivateLimited

Section 8 Companies:

• Svasth-HeartIndiaFoundation

Foreign Companies:

• SecuralS.A,Luxembourg

• ERLPhasePowerTechnologiesLimited,Canada

Membership/Chairman in the Committees of the Boards of companies in which he is a Director

CG Power and Industrial Solutions Limited

• CorporateSocialResponsibilityCommittee - Member

• Stakeholders’ RelationshipCommittee - Member

• Special Situation Committee -Member

CG Power and Industrial Solutions Limited

• Nomination and Remuneration Committee -Chairman

• SpecialSituationCommittee-Chairman

Magma Fincorp Limited

• AuditCommittee-Chairman

• Nomination&RemunerationCommittee-Member

• ReviewCommittee-Member

• RiskManagementCommittee-Member

P I Industries Limited


• ManagingCommittee-Member



Wabco India Limited


• Nomination&RemunerationCommittee-Chairman

• RiskManagementCommittee-Chairman

SBI Capital Markets Limited

• CommitteesofDirectors-Member




• Corporate Social Responsibility Committee -Chairman

• Information Technology Strategy Committee -Chairman

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Kalpataru Power Transmission Limited


• AuditCommittee-Member

AstraZeneca Pharma India Limited


• AuditCommittee-Member

The Clearing Corporation of India Limited


• HRCommittee-Member


Ramky Enviro Engineers Limited




Terms and Conditions of appointment/re-appointment

Kindly refer explanatory statement of this notice at Item No. 4, 5 and 6

Non Executive Independent Director of the Company, not liable to retireby rotationand toholdoffice from 8 March 2019 up to 7 March 2024

Details of remuneration sought to be paid

As set out in accompanying explanatory statement of this Notice at Item No. 4, 5 and 6.

Entitled to the sitting fees for attending meetings of the Board/Committees and profit based commission asmay be approved by the shareholders from time- to-time within the limits set out in the Act.

Last drawn remuneration Provided in the section titled ‘Directors’ Report’ of the 82ndAnnualReportforFY2018-2019ofthe Company accompanying this Notice.

Number of shares held in the Company

NIL

Justification for choosing the individual for appointment as Independent Director

N.A. As set out in accompanying explanatory statement of this Notice at Item No. 7.

Relationship with other Directors’/KMPs

Not related to any Director / Key Managerial Personnel


Shikha Kapadia Company Secretary and Compliance Officer

Mumbai, 10 November 2019 Membership No. ACS 20733

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E-MAIL REGISTRATION FORM

To* :

The Company (for Shareholders holding shares in physical mode)

The Depository Participants (for Shareholders holding shares in dematerialised form)

Sub: Registration of e-mail address - CG Power and Industrial Solutions Limited

l/We would like to receive Notices, Annual Reports and other communications/documents from the Company in electronic mode. I/We request you to register my/our e-mail address for receiving communications/documents electronically as per the following details:

Name of the Shareholder(s)

Folio/DP ID/Client ID

E-mail address

Mobile No

Date:

Place:

Signature of the Shareholder(s)#

* Please tick as applicable.

# Please ensure that the form is signed by the registered Shareholder alongwith Joint Shareholder(s), if any.

Date: 23 August, 2018

Dear Shareholder(s),

Sub: Registration of e-mail address

In terms of Rule 18 of the Companies (Management and Administration) Rules, 2014, we request you to kindly register your e-mail id in order to receive the Notices of future Annual General Meetings, Annual Report and other correspondences of theCompany in electronic form, by sending a duly filled in and signed copy of the belowregistration form to the Company’s Registrar and Share Transfer Agent ‘Datamatics Business Solutions Limited’ at Plot No. B-5, Part B Cross Lane, MIDC, Andheri (East), Mumbai 400 093.

Shareholders who hold shares in dematerialised form are requested to approach the concerned Depository Participant for updating/modifying their e-mail id(s) as the case may be.

For CG Power and Industrial Solutions Limited

Shikha Kapadia Company Secretary




Phone: +91 22 2423 7777 Fax: +91 22 2423 7733

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Phone: +91 22 2423 7777 Fax: +91 22 2423 7733

To be handed over at the entrance of the Meeting Hall

. Name of the attending Member (In Block Letters)

Member’s Folio No.

DP. ID No.*

Client ID No.*

No. of shares held

Name of the Proxy (In Block Letters) :

(tobefillediftheProxyattendsinsteadoftheMember)

I/We hereby record my/our presence at the 82nd Annual General Meeting of the Company to be held on Saturday, 14 December 2019 at 2:00 p.m. (IST) at Patkar Hall, SNDT Women’s University, 1 Nathibai Thackersey Road, Mumbai - 400 020.

* Applicable for Members holding shares in dematerialised form.

Member’s/Proxy Signature

ATTENDANCE SLIP

ROUTE MAP TO VENUE OF THE 82nd ANNUAL GENERAL MEETING

Note: Bus facility is available from CST Local Station to the venue of the Meeting.

15



Phone: +91 22 2423 7777 Fax: +91 22 2423 7733

(Form No. MGT-11 pursuant to Section 105(6) of the Companies Act, 2013, and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Name of the Member(s): (including joint holders)

Registered address:

E-mail Id:

Folio/Client ID No.:

DP ID No.:

I/We, being the Member(s) of shares of the above named Company, 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:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 82nd Annual General Meeting of the Company, to be held on Saturday, 14 December 2019 at 2:00 p.m.(IST) at Patkar Hall, SNDT Women’s University, 1 Nathibai Thackersey Road, Mumbai - 400 020 and at any adjournment thereof in respect of such resolutions as are indicated below:

Item No. Resolution

Voting (optional - see note 4 below and please mention number of shares)

For Against Abstain1. To consider and adopt:

(a) theAuditedStandaloneFinancial Statements of theCompany for the financial yearended 31 March 2019, together with the reports of the Board of Directors and Auditors thereon; and

(b) theAuditedConsolidatedFinancialStatementsoftheCompanyforthefinancialyearended 31 March 2019, together with the report of Auditors thereon

2. Retirement by rotation of Director – Dr Omkar Goswami (DIN: 00004258) and vacancy not filledbytheCompany

3. RatificationofRemunerationpayabletotheCostAuditor4. Appointment of Director – Mr Sudhir Mathur (DIN: 01705609) as liable to retire by rotation5. Confirmation of appointment of Mr Sudhir Mathur (DIN: 01705609) as Non-Executive

Independent Director from 1 October 2018 up to 9 May 20196. Appointment of Mr Sudhir Mathur (DIN: 01705609) as a Whole Time Executive Director with

effect from 10 May 2019 for a period of 5 years7. Appointment of Mr Narayan K Seshadri (DIN: 00053563) as an Independent Director for a

period of 5 years from 8 March 20198. Borrowing in excess of limits mentioned under section 180 (1)(c) of the Companies Act, 2013

Signed this …........… day of …….....................… 2019 Signature of Member ___________________________

____________________________ ____________________________ ____________________________

SignatureoffirstProxyholder SignatureofsecondProxyholder SignatureofthirdProxyholder

NOTES:1. ThisformofproxyinordertobeeffectiveshouldbedulycompletedanddepositedattheRegisteredOfficeoftheCompany,notlessthan

48 hours before the commencement of the Meeting i.e. on or before 2:00 pm (IST) on Thursday, 12 December 2019.2 FortheResolutions,ExplanatoryStatement,NotesandfillinginstructionspleaserefertotheNoticeof82nd Annual General Meeting of the

Company.3 Please complete all details of member(s) in the form before submission.4 It is optional to indicate your preference. If you leave ‘for’, ‘against’ and ‘abstain’ column blank on all/any resolutions, your proxy(ies) will be

entitledtovoteonPoll(iftaken)inthemannerashe/shethinksfit.

PROXY FORM

Affix Revenue Stamp

16

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EHASBEENINTENTIONALLYLEFTBLAN

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Documents

CG POWER AND INDUSTRIAL SOLUTIONS LIMITED...amount of monies so raised or borrowed shall not exceed ` 5,000 Crores (Rupees Five Thousand Crores). RESOLVED FURTHER THAT the Board be