NATIONAL COMMODITY & DERIVATIVES EXCHANGE LIMITED

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1 NATIONAL COMMODITY & DERIVATIVES EXCHANGE LIMITED Registered Office: First Floor, Ackruti Corporate Park, Near G. E. Garden, L. B. S. Road, Kanjurmarg West, Mumbai Tel. (+91-22) , Fax (+91-22) Website: CIN: U51909MH2003PLC NOTICE OF EXTRA ORDINARY GENERAL MEETING NOTICE is hereby given that the Ninth Extra Ordinary General Meeting of members of the Company will be held at Board room, First Floor, Gayathri Towers, Appasaheb Marathe Marg, 954, Prabhadevi, Mumbai on Tuesday, March 31, 2015 at 11:00 a.m. to transact the following business: 1. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Ashok Gulati (holding DIN ), who was appointed as an Additional Director of the Company by the Board of Directors with effect from January 20, 2015, in terms of Section 161(1) of the Companies Act, 2013 and The Companies (Appointment and Qualification of Directors) Rules, 2014, who is eligible for appointment and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company. RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in pursuance of General Circular No. 14/2014 dated June 9, 2014, Mr. Ashok Gulati (holding DIN ), who has submitted a declaration that he meets the criteria of independence under Section 149 (6) of the Companies Act, 2013 and who is eligible for appointment as an Independent Director, be and is hereby appointed as an Independent Director of the Company to hold office up to March 31, 2017 and that he shall not be liable to retire by rotation.

2 2 2. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Mrs. Naina Krishna Murthy (holding DIN ), who was appointed as an Additional Director of the Company by the Board of Directors on March 5, 2015, in terms of Section 161(1) of the Companies Act, 2013 and The Companies (Appointment and Qualification of Directors) Rules, 2014, who is eligible for appointment and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company. RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in pursuance of General Circular No. 14/2014 dated June 9, 2014, Mrs. Naina Krishna Murthy (holding DIN ), who has submitted a declaration that she meets the criteria of independence under Section 149 (6) of the Companies Act, 2013 and who is eligible for appointment as an Independent Director, be and is hereby appointed as an Independent Director of the Company to hold office up to March 31, 2018 and that she shall not be liable to retire by rotation. 3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Dr. R. M. Kummur (holding DIN ), who was appointed as an Additional Director of the Company by the Board of Directors with effect from September 30, 2014, in terms of Section 161(1) of the Companies Act, 2013 and The Companies (Appointment and Qualification of Directors) Rules, 2014, who is eligible for appointment and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company whose period of office shall be liable to retire by rotation. For National Commodity & Derivatives Exchange Limited M. K. Ananda Kumar Chief Corporate Services & Company Secretary FCS No.: 6819

3 Dated this 5th day of March, 2015 Registered Office: First Floor, Ackruti Corporate Park Near G. E. Garden, L. B. S. Road Kanjurmarg West Mumbai CIN: U51909MH2003PLC

4 4 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THAT THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF EXTRA ORDINARY GENERAL MEETING. 2. Members/Proxies should bring the Attendance Slip sent herewith duly filled in for attending the meeting. 3. All documents referred to in the Notice and the accompanying Explanatory Statement are open for inspection by the Members at the Registered Office of the Company on any working days from the date hereof up to the date of the Meeting. 4. Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the Meeting along with the Proxy form. 5. Pursuant to Sections 20, 101 and 136 of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, Companies (Accounts) Rules 2014 and Companies (Management & Administration) Rules 2014 and other applicable provisions, if any, the company can send documents to its shareholders through electric transmission. Accordingly, the Company proposes to give an option to its shareholders to receive documents like General Meeting Notices (including AGM) Annual Report and other documents in electronic form on their addresses registered with the Company. If the shareholders desire to receive such communications/documents in electronic mode, please register/update the address by providing the requisite details like Shareholder s name, number of shares held and folio number. In case the Company does not receive any communication from the shareholders giving their consent to receive e-copies from the Company, the Company shall be forwarding hard copies. Alternatively the shareholders may also register their address by sending an to secretarialteam@ncdex.com along with the Folio no. Members may kindly note that the Notice of the Meeting will also be available on the Company s website, and can be downloaded, if required by the member.

5 5 EXPLANATORY STATEMENT (Pursuant to Section 102 (1) of the Companies Act, 2013) The following Explanatory Statement sets out all material facts relating to the Special Business under Item No. 1 to 3 of the accompanying Notice dated March 5, Item No. 1 Dr. Ashok Gulati was appointed as an Additional Director by the Board in its meeting held on January 20, The positions held by Dr. Ashok Gulati are as under: Chairman, Commission for Agricultural Costs and Prices, Government of India (March 2011-Feb. 2014); Director in Asia, International Food Policy Research Institute, New Delhi office, NASC Complex, Pusa, New Delhi, India. March 2006 till date. Director, Markets, Trade and Institutions Division, International Food Policy Research Institute (IFPRI), 2033 K St., Washington D.C., USA. January 2001-March Professor, NABARD Chair, Institute of Economic Growth, University Enclave, Delhi, India Director/Chief Economist, Agriculture and Rural Development; National Council of Applied Economic Research, Parisila Bhawan, Delhi, India Dr. Ashok Gulati was visiting faculty at various places. He was also member of Committees like Economic Affairs Committee, Indian Chambers of Commerce and Industry, Steering Committee on Agriculture of Planning Commission for 12 th plan, Food and Agri-business Advisory Board of Rabo India Finance Private Limited, etc. He has also published books on agriculture. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Dr. Ashok Gulati for the office of Director of the Company. Section 149 of the Act inter alia stipulates the criteria of independence to appoint an independent director on its Board. As per the said Section 149, an independent director can hold office for a term up to 5 (five) consecutive

6 6 years on the Board of a company and he shall not be included in the total number of directors for retirement by rotation. The Company has received a declaration from Dr. Ashok Gulati that he meets with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Act. In the opinion of the Board, Mr. Ashok Gulati fulfills the conditions for his appointment as an Independent Director as specified in the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and is independent of the management. Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Dr. Ashok Gulati is appointed as an Independent Director up to March 31, The Company has received approval from Forward Markets Commission on November 24, 2014 for appointment of Mr. Ashok Gulati as an Independent Director. The Directors recommend the adoption of Resolution at Item No. 1 for the appointment of Dr. Ashok Gulati as an Independent Director up to March 31, None of the Directors, except Dr. Ashok Gulati, key managerial personnel and their relatives, are interested or concerned in the said resolution. Item No. 2: Mrs. Naina Krishna Murthy was appointed as an Additional Director by the Board on March 5, Mrs. Naina Krishna Murthy is Graduate in Arts and Law. She has also pursued a one-year degree in English, Journalism and Psychology. She is Sole-Proprietor of Krishnamurthy & Co., (K Law) Legal Consultants, one of the leading law firms in the country. She is specialist in Corporate and Commercial law. She has advised on several high value transactions involving structuring and setting up of business operations in India. She has also co-chaired the grievance redressal boards of Infosys and L&T Finance. She is a member on various corporate boards and special committees in relation to law and governance. She has received various awards. The details are as under: Woman Leadership Award for Excellence in Entrepreneurship, 2013 hosted by CMO Asia, Pan Pacific, Singapore Featured in the Entrepreneur India magazine, March 2013 edition Highly recommended by Legal 500 ( ) Rising Indian Law Firm of the Year - Legal Era Awards 2013 Woman Lawyer of the Year - Ms. Naina Krishna Murthy - Legal Era Awards 2013

7 7 40 Under 45 - Leading Lawyers in India Mr. Nikhil Krishnamurthy Indian Lawyer 250, 2013 Best Full Service Law Firm Next-Generation Cities (Bangalore) by Asia Legal Business One of the Leading Law Firms Indian Lawyer 250 (India s Leading Business Law Firms) Winner of Dealmaker - Deals of the Year 2012 by IBLJ for two deals RSG India 2013 Featured in the top 40 firms in India Recommended Firms Asia Law Profiles #8 Merger Market India Legal Adviser League Tables Q1 Q (by Deal Count) # 2 - Venture Intelligence Most Active Legal Advisors (Private Equity) # 11 Venture Intelligence 2013 (Q3) - Most Active Legal Advisors (M&A) # 4 VCC Edge Most Active Legal Advisors (Private Equity) # 18 VCC Edge Most Active Legal Advisors (M&A) The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing her candidature for the office of Director of the Company. Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an independent director on its Board. As per the said Section 149, an independent director can hold office for a term up to 5 (five) consecutive years on the Board of a company and he shall not be included in the total number of directors for retirement by rotation. The Company has received a declaration from Mrs. Naina Krishna Murthy that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act. In the opinion of the Board, Mrs. Naina Krishna Murthy fulfills the conditions for her appointment as an Independent Director as specified in the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and is independent of the management. Keeping in view her vast expertise and knowledge, it will be in the interest of the Company that Mrs. Naina Krishna Murthy is appointed as an Independent Director up to March 31, The Company has received approval from Forward Markets Commission on March 4, 2015 for appointment of Mrs. Naina Krishna Murthy as an Independent Director up to March 31, The Directors recommend the adoption of Resolution at Item No. 2 for the appointment of Mrs. Naina Krishna Murthy as an Independent Director up to March 31, None of the Directors, except Mrs. Naina Krishna Murthy, key managerial personnel and their relatives, are interested or concerned in the said resolution.

8 8 Item No. 3: Dr. R. M. Kummur was appointed as Director on the Board of the Company in its meeting held on September 30, In terms of Section 161 (1) of the Companies Act, 2013, Dr. R. M. Kummur holds office of Additional Director of the Exchange till the date of forthcoming Annual General Meeting. It is proposed to appoint Dr. R. M. Kummur as a Director liable to retire by rotation. Dr. R. M. Kummur, Shareholder Director represents National Bank for Agriculture and Rural Development (NABARD). Being shareholder Director of NABARD and in view of his vast experience and expertise, it is recommended to appoint Dr. R. M. Kummur on the Board of the Exchange as a Director. The Company has received from a member a notice in writing proposing his candidature for the office of Director, pursuant to Section 160 of Companies Act, Dr. R. M. Kummur is presently the Chief General Manager in NABARD. Dr. R. M. Kummur has done M.Sc. (Agriculture) from University of Agricultural Sciences, Bangalore and advance Ph.D in Agriculture from Indian Agricultural Research Institute, New Delhi. Various awards received/ associations of Dr. R. M. Kummur are as under: Other Awards / Initiatives / Associations i 1979 Gold Medalist in Agronomy in B.Sc.(Agri) ii 1981 Ist Rank holder and Gold Medalist in Agronomy in M.Sc.(Agri) iii 1983 & 1984 UPSC Civil Service Class-I Service Selection iv 1985 All India Topper of Agricultural Research Service (ARS) in Agronomy v Founder Chairman of the Island Development Forum (IDF) set up to generate development ideas/ initiatives for the island territories of India. vi Executive Committee Member and Life Member of Indian Agronomy Society (ISA), New Delhi vii 2012 Member of the International Organising Committee of ISA for the International Agronomy Congress 2012

9 9 Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Dr. R. M. Kummur is appointed as Director. The Directors recommend the adoption of Resolution at No. 3 for appointment of Dr. R. M. Kummur as a Director on the Board of the Exchange, liable to retire by rotation. None of the Directors, except Dr. R. M. Kummur, key managerial personnel and their relatives are interested or concerned in the said resolution. For National Commodity & Derivatives Exchange Limited Dated this 5th day of March, 2015 Registered Office: First Floor, Akruti Corporate Park Near G. E. Garden, L. B. S. Road Kanjurmarg West Mumbai CIN: U51909MH2003PLC M. K. Ananda Kumar Chief Corporate Services & Company Secretary FCS No.: 6819

10 10 NINTH EXTRA ORDINARY GENERAL MEETING Form No. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: U51909MH2003PLC Name of the company: National Commodity & Derivatives Exchange Limited Registered office: First Floor, Akruti Corporate Park, Near G. E. Garden, L. B. S. Road, Kanjurmarg West, Mumbai Name of the member (s): Registered address: Id: Folio No/ Client Id: DP ID: I/We, being the member (s) of. shares of the above named company, hereby appoint 1. Name: Address: Id: Signature:., or failing him 2. Name: Address: Id: Signature:., or failing him 3. Name: Address: Id: Signature:., as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Ninth Extra Ordinary General Meeting of the Company, to be held on Tuesday March 31, 2015 at

11 11 11:00 a.m. and at any adjournment thereof in respect of such resolution as are indicated below: Resolution No. 1. Appointment of Dr. Ashok Gulati as an Independent Director up to March 31, Appointment of Mrs. Naina Krishna Murthy as an Independent Director up to March 31, Appointment of Dr. R. M. Kummur as a Director liable to retire by rotation Signed this.. day of. Affix Stamp Revenue Signature of shareholder: Signature of Proxy holder(s) : Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

12 12 NATIONAL COMMODITY & DERIVATIVES EXCHANGE LIMITED Registered Office: First Floor, Ackruti Corporate Park, Near G. E. Garden, L. B. S. Road, Kanjurmarg West, Mumbai Tel. (+91-22) , Fax (+91-22) Website: CIN: U51909MH2003PLC NINTH EXTRA ORDINARY GENERAL MEETING ATTENDANCE SLIP Folio No.... No. of Shares held. (To be filled in by the Member) I hereby record my presence at the Ninth Extra Ordinary General Meeting of the Exchange being held in the Board room, First Floor, Gayathri Towers, Appasaheb Marathe Marg, 954, Prabhadevi, Mumbai on Tuesday, March 31, 2015 from 11:00 a.m. onwards. Member s/proxy s Signature Note:- A Member/Proxy attending the meeting must complete this attendance slip and hand it over at the entrance.

NATIONAL COMMODITY & DERIVATIVES EXCHANGE LIMITED

NATIONAL COMMODITY & DERIVATIVES EXCHANGE LIMITED Registered Office: First Floor, Ackruti Corporate Park, Near G. E. Garden, L. B. S. Road, Kanjurmarg West, Mumbai 400 078 Tel. (+91-22) 6640 6789, Fax