regd. office - iot infrastructure and energy services limited

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Indian Oiltanking Limited (Formerly IOT Infrastructure & Energy Services Limited) Regd. Office : IOT House, Plot No.Y2, CTS 358, A/2, Village Bhandup, Off. Ceat Tyre Road., Near Nahur Station, Bhandup (West) Mumbai, Maharashtra 400078 Phone No: +91 22 61524700/800, Fax No: +91 22 61524777/888 Web: www.iotl.com, CIN No: U23200MH1996PLC102222 NOTICE Notice is hereby given, pursuant to applicable provisions of the Companies Act, 2013 (the “Act”), read together with the Companies (Management and Administration) Rules, 2014 including any statutory modification or re-enactment thereof for the time being in force, that an Extra-Ordinary General Meeting of the Members of Indian Oiltanking Limited will be held at Shorter Notice on Saturday, the 1 st day of August, 2020 at 1500 hrs (IST) through the medium of Video Conferencing via Cisco Webex in compliance with the General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020 and General Circular No. 22/2020 dated 15 th June, 2020 issued by the Ministry of Corporate Affairs to consider and transact the following business: SPECIAL BUSINESS ITEM NO. 1 – OPTIMIZATION/ RATIONALIZATION OF BALANCE SHEET REDUCING OF SECURITIES PREMIUM ACCOUNT FOR WRITING OFF DEFICIT IN THE STATEMENT OF PROFIT AND LOSS ACCOUNT AS ON APRIL 1, 2020 BY WAY OF CAPITAL REDUCTION OF THE COMPANY To consider and, if thought fit, to pass, with or without modification, the following Resolution as a Special Resolution: RESOLVED THAT subject to the confirmation of the National Company Law Tribunal, pursuant to the provisions of Section 66 read with Section 52 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for Reduction of Share Capital) Rules, 2016 (including any statutory modification, amendment or re-enactment thereof for the time being in force) and Article 56 of the Articles of Association of the Company, as may be applicable, and any other appropriate authorities, approval of the shareholders of the Company be and is hereby accorded for reducing the amount of Rs. 277,72,04,132/- standing to the credit of Securities Premium Account of the Company as on April 1, 2020, for writing off the entire amount of Rs. 277,72,04,132/- deficit in the statement of Profit and Loss Account of the Company as on April 1, 2020.” “RESOLVED FURTHER THAT upon registration of the final NCLT order and obtaining registration certificate from the registrar of companies the deficit in the statement of Profit and Loss Account of the Company as on April 1, 2020 shall be adjusted against the Securities Premium Account of the Company.” “RESOLVED FURTHER THAT Managing Director, Finance Director and/or the Company Secretary of the Company, Mr. C. R. Kalyanasundaram, Mr. Rajesh Ganesh, Authorised Signatories of the Company, be and are hereby authorized severally to do all such acts, matters, deeds and things as may be necessary or desirable including any directions for settling any question or doubt or difficulty whatsoever that may arise, for the purpose of giving effect to the proposed capital reduction of the Company, in particular: a) file application with the Hon’ble National Company Law Tribunal, Mumbai bench for directions and confirmation of the proposed capital reduction, signing, affirming and verifying affidavit, applications, petitions, vakalatnama etc. in the Hon’ble National Company Law Tribunal, Mumbai bench; b) make representation on their own or through legal counsels before Hon’ble National Company Law Tribunal, Mumbai bench or other authorities for confirmation of the proposed capital reduction; 1

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Indian Oiltanking Limited (Formerly IOT Infrastructure & Energy Services Limited)

Regd. Office : IOT House, Plot No.Y2, CTS 358, A/2, Village Bhandup, Off. Ceat Tyre Road., Near Nahur Station, Bhandup (West) Mumbai, Maharashtra 400078 Phone No: +91 22 61524700/800, Fax No: +91 22 61524777/888

Web: www.iotl.com, CIN No: U23200MH1996PLC102222

NOTICE

Notice is hereby given, pursuant to applicable provisions of the Companies Act, 2013 (the “Act”), read together with the Companies (Management and Administration) Rules, 2014 including any statutory modification or re-enactment thereof for the time being in force, that an Extra-Ordinary General Meeting of the Members of Indian Oiltanking Limited will be held at Shorter Notice on Saturday, the 1st day of August, 2020 at 1500 hrs (IST) through the medium of Video Conferencing via Cisco Webex in compliance with the General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020 and General Circular No. 22/2020 dated 15th June, 2020 issued by the Ministry of Corporate Affairs to consider and transact the following business: SPECIAL BUSINESS ITEM NO. 1 – OPTIMIZATION/ RATIONALIZATION OF BALANCE SHEET REDUCING OF SECURITIES PREMIUM ACCOUNT FOR WRITING OFF DEFICIT IN THE STATEMENT OF PROFIT AND LOSS ACCOUNT AS ON APRIL 1, 2020 BY WAY OF CAPITAL REDUCTION OF THE COMPANY To consider and, if thought fit, to pass, with or without modification, the following Resolution as a Special Resolution: “RESOLVED THAT subject to the confirmation of the National Company Law Tribunal, pursuant to the provisions of Section 66 read with Section 52 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for Reduction of Share Capital) Rules, 2016 (including any statutory modification, amendment or re-enactment thereof for the time being in force) and Article 56 of the Articles of Association of the Company, as may be applicable, and any other appropriate authorities, approval of the shareholders of the Company be and is hereby accorded for reducing the amount of Rs. 277,72,04,132/- standing to the credit of Securities Premium Account of the Company as on April 1, 2020, for writing off the entire amount of Rs. 277,72,04,132/- deficit in the statement of Profit and Loss Account of the Company as on April 1, 2020.” “RESOLVED FURTHER THAT upon registration of the final NCLT order and obtaining registration certificate from the registrar of companies the deficit in the statement of Profit and Loss Account of the Company as on April 1, 2020 shall be adjusted against the Securities Premium Account of the Company.” “RESOLVED FURTHER THAT Managing Director, Finance Director and/or the Company Secretary of the Company, Mr. C. R. Kalyanasundaram, Mr. Rajesh Ganesh, Authorised Signatories of the Company, be and are hereby authorized severally to do all such acts, matters, deeds and things as may be necessary or desirable including any directions for settling any question or doubt or difficulty whatsoever that may arise, for the purpose of giving effect to the proposed capital reduction of the Company, in particular: a) file application with the Hon’ble National Company Law Tribunal, Mumbai bench for directions

and confirmation of the proposed capital reduction, signing, affirming and verifying affidavit, applications, petitions, vakalatnama etc. in the Hon’ble National Company Law Tribunal, Mumbai bench;

b) make representation on their own or through legal counsels before Hon’ble National Company Law Tribunal, Mumbai bench or other authorities for confirmation of the proposed capital reduction;

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Indian Oiltanking Limited (Formerly IOT Infrastructure & Energy Services Limited)

Regd. Office : IOT House, Plot No.Y2, CTS 358, A/2, Village Bhandup, Off. Ceat Tyre Road., Near Nahur Station, Bhandup (West) Mumbai, Maharashtra 400078 Phone No: +91 22 61524700/800, Fax No: +91 22 61524777/888

Web: www.iotl.com, CIN No: U23200MH1996PLC102222

c) obtaining approval from such other regulatory authorities and parties (including creditors, if

any) as may be considered necessary;

d) to publish advertisements in any newspaper, as directed by the NCLT, Mumbai;

e) to follow all the relevant compliances including but not limited to applicable provisions of foreign exchange laws and Income-tax Act, 1961; and

f) do all such acts and things necessary and convenient in relation thereto and to give effect to this resolution as the Authorised Signatories in their absolute discretion consider necessary, expedient and proper.

“RESOLVED FURTHER THAT pursuant to the requirements of Section 66 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for Reduction of Share Capital) Rules, 2016 (including any statutory modification, amendment or re-enactment thereof for the time being in force), Mr. Rajesh Ganesh, Managing Director and Mr. S. R. Ganeshan, Finance Director of the Applicant Company be and are hereby authorized severally to issue the Director Declaration and the Creditor Certificate for the purpose of submission with the Hon’ble National Company Law Tribunal, Mumbai bench.” Date: 24th August, , 2020 Regd. Office: IOT House, Plot No. Y2, CTS 358, A/2, Village Bhandup, Off Ceat Tyre Road, Near Nahur Railway Station, Bhandup West, Mumbai – 400 078, Maharashtra, India.

By Order of the Board For INDIAN OILTANKING LIMITED

Sd/- S. R. Ganeshan Director DIN: 08013329

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Indian Oiltanking Limited (Formerly IOT Infrastructure & Energy Services Limited)

Regd. Office : IOT House, Plot No.Y2, CTS 358, A/2, Village Bhandup, Off. Ceat Tyre Road., Near Nahur Station, Bhandup (West) Mumbai, Maharashtra 400078 Phone No: +91 22 61524700/800, Fax No: +91 22 61524777/888

Web: www.iotl.com, CIN No: U23200MH1996PLC102222

NOTES:

1. THE MEETING IS PROPOSED TO BE CONVENED AND HELD AT SHORTER NOTICE. THE

CONSENT FORM PURSUANT TO SECTION 101(1) OF THE COMPANIES ACT, 2013 FOR HOLDING THE MEETING AT SHORTER NOTICE IS ANNEXED TO THIS NOTICE WHICH CAN BE SENT VIA E-MAIL to [email protected].

2. THE RELEVANT STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 (1) OF THE

COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESS ITEM NO. 1 IS ANNEXED HERETO.

3. IN VIEW OF THE MASSIVE OUTBREAK OF THE COVID-19 PANDEMIC, SOCIAL DISTANCING IS TO BE A PRE-REQUISITE AND PURSUANT TO THE CIRCULAR NO. 14/2020 DATED APRIL 08, 2020, ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS, PHYSICAL ATTENDANCE OF THE MEMBERS TO THE EGM VENUE IS NOT REQUIRED. HENCE, MEMBERS HAVE TO ATTEND AND PARTICIPATE IN THE ENSUING EGM THOUGH VC/OAVM.

4. PURSUANT TO THE CIRCULAR NO. 14/2020 DATED APRIL 08, 2020, ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS, THE FACILITY TO APPOINT PROXY TO ATTEND AND CAST VOTE FOR THE MEMBERS IS NOT AVAILABLE FOR THIS EGM. HOWEVER, THE BODY CORPORATES ARE ENTITLED TO APPOINT AUTHORISED REPRESENTATIVES TO ATTEND THE EGM THROUGH VC/OAVM AND PARTICIPATE THEREAT AND CAST THEIR VOTES THROUGH POLL AT THE TIME OF THE MEETING OR BY WAY OF SHOW OF HANDS AS MAY BE DIRECTED BY THE CHAIRMAN OF THE MEETING AT THE TIME OF THE MEETING. CORPORATE MEMBERS ARE REQUESTED TO SEND VIA E-MAIL A DULY CERTIFIED COPY OF THE BOARD RESOLUTION AUTHORIZING THEIR REPRESENTATIVE TO ATTEND AND VOTE AT THE MEETING AT [email protected].

5. THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED, ARE REQUESTED TO REGISTER THEIR EMAIL ID WITH THE COMPANY SECRETARY, BY PROVIDING THEIR NAME AS REGISTERED WITH THE R&STA, ADDRESS, EMAIL ID, PAN, DPID/CLIENT ID OR FOLIO NUMBER AND NUMBER OF SHARES HELD BY THEM.

6. THE MEMBERS CAN JOIN THE EGM IN THE VC/OAVM MODE 15 MINUTES BEFORE AND AFTER THE SCHEDULED TIME OF THE COMMENCEMENT OF THE MEETING BY FOLLOWING THE PROCEDURE MENTIONED IN THE NOTICE. THE FACILITY OF PARTICIPATION AT THE EGM THROUGH VC/OAVM WILL BE MADE AVAILABLE FOR ALL THE MEMBERS.

7. PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS EGM IS BEING HELD PURSUANT TO THE APPLICABLE MCA CIRCULARS, THROUGH VC/OAVM, PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THE EGM AND HENCE THE PROXY FORM AND ATTENDANCE SLIP ARE NOT ANNEXED TO THIS NOTICE

8. THE ATTENDANCE OF THE MEMBERS ATTENDING THE EGM THROUGH VC/OAVM WILL BE COUNTED FOR THE PURPOSE OF RECKONING THE QUORUM UNDER SECTION 103 OF THE COMPANIES ACT, 2013.

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Indian Oiltanking Limited (Formerly IOT Infrastructure & Energy Services Limited)

Regd. Office : IOT House, Plot No.Y2, CTS 358, A/2, Village Bhandup, Off. Ceat Tyre Road., Near Nahur Station, Bhandup (West) Mumbai, Maharashtra 400078 Phone No: +91 22 61524700/800, Fax No: +91 22 61524777/888

Web: www.iotl.com, CIN No: U23200MH1996PLC102222

9. THE MEMBERS WILL BE ALLOWED TO POSE QUESTIONS DURING THE COURSE OF THE MEETING. THE QUERIES CAN ALSO BE GIVEN IN ADVANCE AT [email protected]

10. ALL RELEVANT DOCUMENTS REFERRED TO IN THE ACCOMPANYING NOTICE ARE AVAILABLE FOR INSPECTION ON REQUEST VIA EMAIL TO THE COMPANY SECRETARY DURING OFFICE HOURS ON ALL DAYS EXCEPT SUNDAYS AND PUBLIC HOLIDAYS, UPTO THE DATE OF THE EXTRAORDINARY GENERAL MEETING. THE AFORESAID DOCUMENTS WILL ALSO BE AVAILABLE FOR INSPECTION BY MEMBERS DURING THE EXTRAORDINARY GENERAL MEETING WITH THE COMPANY SECRETARY OF THE COMPANY, WHO WILL SHARE THE DESIRED DOCUMENTS WITH THE MEMBER WHO HAS REQUESTED THEM VIA VIDEO CONFERENCING.

11. THIS EGM HAS BEEN CONVENED THROUGH VC/OAVM IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH MCA CIRCULAR NO. 14/2020 DATED APRIL 08, 2020 AND MCA CIRCULAR NO. 17/2020 DATED APRIL 13, 2020, AND GENERAL CIRCULAR NO. 22/2020 DATED 15TH JUNE, 2020.

12. AS PER THE MCA GENERAL CIRCULAR 17/2020 DATED APRIL 13, 2020 AND AMMENDMENTS THEREOF, THE NOTICE OF THE EGM HAS BEEN SENT THROUGH ELECTRONIC MODE TO ONLY THOSE MEMBERS WHOSE EMAIL IDS ARE REGISTERED WITH THE COMPANY/ DEPOSITORY PARTICIPANT. FURTHER, UPDATION IF ANY, WILL BE PROVIDED ON THE WEBSITE OF THE COMPANY AT www.iotl.com.

13. SINCE THE EGM WILL BE HELD THROUGH VC/OAVM, THE ROUTE MAP IS NOT ANNEXED TO THIS NOTICE.

14. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

a. ATTENDING THE EGM: MEMBERS WILL BE PROVIDED WITH THE FACILITY TO ATTEND THE EGM THROUGH VIDEO CONFERENCING PLATFORM PROVIDED BY CISCO WEBEX. MEMBERS MAY ACCESS THE SAME AT https://oiltankingsg.webex.com/oiltankingsg/j.php?MTID=m18609da6b25f34f0e4a9580e889fa732 AND LOGIN BY USING THE LINK.

b. MEMBERS MAY JOIN THE MEETING THROUGH LAPTOPS, SMARTPHONES, TABLETS AND IPADS FOR BETTER EXPERIENCE. FURTHER, MEMBERS WILL BE REQUIRED TO USE INTERNET WITH A GOOD SPEED TO AVOID ANY DISTURBANCE DURING THE MEETING. MEMBERS WILL NEED THE LATEST VERSION OF CHROME, SAFARI, INTERNET EXPLORER 11, MS EDGE OR FIREFOX. PLEASE NOTE THAT PARTICIPANTS CONNECTING FROM MOBILE DEVICES OR TABLETS OR THROUGH LAPTOPS CONNECTING VIA MOBILE HOTSPOT MAY EXPERIENCE AUDIO/VIDEO LOSS DUE TO FLUCTUATION IN THEIR RESPECTIVE NETWORK. IT IS THEREFORE RECOMMENDED TO USE STABLE WI-FI OR LAN CONNECTION TO MITIGATE ANY GLITCHES.

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Indian Oiltanking Limited (Formerly IOT Infrastructure & Energy Services Limited)

Regd. Office : IOT House, Plot No.Y2, CTS 358, A/2, Village Bhandup, Off. Ceat Tyre Road., Near Nahur Station, Bhandup (West) Mumbai, Maharashtra 400078 Phone No: +91 22 61524700/800, Fax No: +91 22 61524777/888

Web: www.iotl.com, CIN No: U23200MH1996PLC102222

c. MEMBERS WHO NEED ASSISTANCE BEFORE OR DURING THE EGM MAY CONTACT MR. GIRJESH SHRIVASTAVA, COMPANY SECRETARY AT TEL: +91 9819670765 OR SEND AN EMAIL REQUEST AT THE EMAIL ID: [email protected].

Date: 24th July, 2020 Regd. Office: IOT House, Plot No. Y2, CTS 358, A/2, Village Bhandup, Off Ceat Tyre Road, Near Nahur Railway Station, Bhandup West, Mumbai – 400 078, Maharashtra, India.

By Order of the Board For INDIAN OILTANKING LIMITED

Sd/- S. R. Ganeshan Director DIN: 08013329

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Indian Oiltanking Limited (Formerly IOT Infrastructure & Energy Services Limited)

Regd. Office : IOT House, Plot No.Y2, CTS 358, A/2, Village Bhandup, Off. Ceat Tyre Road., Near Nahur Station, Bhandup (West) Mumbai, Maharashtra 400078 Phone No: +91 22 61524700/800, Fax No: +91 22 61524777/888

Web: www.iotl.com, CIN No: U23200MH1996PLC102222

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 1 – OPTIMIZATION/ RATIONALIZATION OF BALANCE SHEET REDUCING OF SECURITIES PREMIUM ACCOUNT FOR WRITING OFF DEFICIT IN THE STATEMENT OF PROFIT AND LOSS ACCOUNT AS ON APRIL 1, 2020 BY WAY OF CAPITAL REDUCTION OF THE COMPANY BACKGROUND OF THE COMPANY

1. Indian Oiltanking Limited (“IOT” or the “Company”), was incorporated under the

Companies Act, 1956 on 28th August, 1996. The corporate identity number of the Company is U23200MH1996PLC102222.

2. The registered office of the Company is situated at: IOT House, Plot No. Y2, CTS 358, A/2, Village Bhandup, Off Ceat Tyre Road, Near Nahur Railway Station, Bhandup West, Mumbai – 400 078.

3. The main objects set out in Clause 1 of the Memorandum of Association of the Company

are as follows:

1. To carry on the business of storage, handling, treatment, carriage, transport, dispatch, supply, market, research, advise, consultancy, service providers, brokers and agents, engineering and civil designers, contractors, wharfingers, warehouseman, producers, dealers of Oil and Oil products, gas and gas products, petroleum and petroleum products, fuels, spirits, chemicals, liquids of all types and kinds and the compounds, derivatives, mixtures, preparations and products thereof.

1.1 To construct, own and operate biogas production units in India; to produce biogas and by-products or fertilisers from raw materials and waste products; to trade and/or sell biogas and by products, fertilisers, carbon certificates; to convert biogas into either one or more of the following: electric power, heat, compressed air, compressed biogas; to pre-treat and inject biogas into natural gas grids in India, and/or sell the biogas after bottling; to develop, own, construct and operate other renewable energy plants in India (as defined by the Ministry of New & Renewable Energy Sources (MNRE) in India); to import, export, deal, trade, both as principal and consignor, act as Commission Agent and generally to carry on all types and kinds of commercial activities in respect of all or any of the above.

1.2 To construct, build, develop, maintain, operate, own and transfer roads, highways, bridges, airports, ports, jetty, rail systems, infrastructure facilities, water supply projects, irrigation projects, inland water ways and inland ports, water treatment systems, solid waste management systems, sanitation and sewerage plants, gas works, process plants, thermal and hydroelectric power stations, renewable energy facilities, electrical transmission and distribution for all types of industrial projects, any project for generation and/or distribution of electricity or any other form of power; storage, handling, packing, and transport facilities and ancillary services for polymers and speciality chemicals in solid form or any other solid handling facilities for other products. systems, sewage treatment and disposal plants, chemical and petrochemical plants, fertilizer plants, cement plants, refractory plants, gas works, process plants, thermal and hydroelectric power stations, renewable energy facilities, electrical transmission and distribution for all types of industrial projects, any project for generation and/or distribution of electricity or any other form of power; storage, handling, packing, and transport facilities and ancillary services for polymers and speciality chemicals in solid form or any other solid handling facilities for other products.

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Indian Oiltanking Limited (Formerly IOT Infrastructure & Energy Services Limited)

Regd. Office : IOT House, Plot No.Y2, CTS 358, A/2, Village Bhandup, Off. Ceat Tyre Road., Near Nahur Station, Bhandup (West) Mumbai, Maharashtra 400078 Phone No: +91 22 61524700/800, Fax No: +91 22 61524777/888

Web: www.iotl.com, CIN No: U23200MH1996PLC102222

4. The Company is currently engaged in the business of Terminalling services including

Operations and maintenance contracts.

5. The authorized share capital of the Company at present is Rs. 1500,00,00,000/- (Rupees Fifteen Hundred Crores Only) divided into 150,00,00,000 (One Hundred and Fifty Crores) equity shares of Rs. 10/- (Rupees Ten Only) each The issued, subscribed and paid up capital of the Company is Rs. 1002,00,07,240 (Rupees One Thousand & Two Crores and Seven Thousand Two Hundred & Forty) divided into 100,20,00,724 (One Hundred Crore Twenty Lacs and Seven Hundred Twenty Four ) equity shares of Rs. 10/- (Rupees Ten Only) each fully paid-up. All of the issued shares are fully paid up. The Company does not have any other class of shares.

6. The Company is empowered by virtue of Article 56 of its Articles of Association to undertake the exercise of reduction of its share capital, which has been reproduced below: 56. The Company may, from time to time, by special resolution, reduce its Capital and any

capital redemption reserve account or share premium account in any manner and with and subject to any incident authorised and consent required by law.

A. BACKGROUND AND RATIONALE FOR THE CAPITAL REDUCTION

7. As per the last Audited Balance Sheet as at March 31, 2020, the Company has

Accumulated Losses of approximately Rs. 277,72,04,132/- as on 31 March 2020. Further, the Company also has Securities Premium of approximately Rs. 522,53,92,450/- as on 31st March 2020. However, in light of the accumulated losses as aforesaid the capital of the Company has been depleted to that extent.

8. In order to accurately and truly reflect the liabilities and assets position of the Company in its books of accounts and for better presentation of the financial position there is a need for rationalizing the Balance Sheet.

9. Accordingly, the Accumulated Losses can be written off by reducing the amount of the Securities Premium Account as on 1st April 2020, to give a true and fair view of the books of accounts of the Company under a capital reduction exercise as per Section 66 read with Section 52 of the Companies Act, 2013 (the “Act”) read with the National Company Law Tribunal Rules, 2016, National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 (the “Rules”).

10. In view of the above background and rationale, the Board of Directors in their meeting

held on 23rd June, 2020 considered and approved the proposed capital reduction in accordance with Section 66 read with Section 52 of the Companies Act, 2013 (the "Act") read with the National Company Law Tribunal Rules, 2016, National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 (the “Rules”) and carry out the reduction of the amount of Rs. 277,72,04,132/- standing to the credit of Securities Premium Account of the Company as on 1st April 2020, for writing off deficit in the statement of Profit and Loss Account of the Company as on 1st April, 2020 for optimizing and rationalizing the Balance Sheet.

11. The capital reduction is compliant with the Foreign Exchange Management Act, 1999 including the rules thereunder and applicable provisions of Income-tax Act, 1961.

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Indian Oiltanking Limited (Formerly IOT Infrastructure & Energy Services Limited)

Regd. Office : IOT House, Plot No.Y2, CTS 358, A/2, Village Bhandup, Off. Ceat Tyre Road., Near Nahur Station, Bhandup (West) Mumbai, Maharashtra 400078 Phone No: +91 22 61524700/800, Fax No: +91 22 61524777/888

Web: www.iotl.com, CIN No: U23200MH1996PLC102222

12. The proposed capital reduction approved by the Board of Directors is subject to the

approval of the shareholders of the Company by way of a special resolution and further subject to the confirmation of the Hon’ble National Company Law Tribunal, Bench at Mumbai and subject to such other statutory approvals as may be required and in compliance with the provisions of the Act and the Rules.

13. Further, pre and post capital reduction, the net worth of the Company shall remain positive and therefore the reduction of capital would not in any way have any adverse effect on the Company’s ability to honour its commitments or meet its obligations in the ordinary course of business and would improve its return on equity ratio. Therefore, the proposed capital reduction shall not prejudice any creditors of the Company. The capital reduction is also in the interest of the Company as well as the shareholders.

14. The Board of Directors also believes that the capital reduction is in the interest of the Company as well as the shareholders.

B. REPORTS AND CERTIFICATES 15. The Board of Directors at its meeting also considered the following document:

Draft Certificate by the statutory auditor of the Company certifying that accounting treatment for the proposed capital reduction is in compliance with accounting standards as required under the Companies Act, 2013 (“Accounting Certificate”);

C. GENERAL

16. The pre and post reduction, net worth of the Company are Rs. 1268,29,73,108/- (Rupees

One Thousand Two Hundred Sixty Eight Crores Twenty Nine Lakhs Seventy Three Thousand One Hundred Eight)) and Rs. 1268,29,73,108/- (Rupees One Thousand Two Hundred Sixty Eight Crores Twenty Nine Lakhs Seventy Three Thousand One Hundred Eight). The capital reduction shall not adversely affect the Company’s ability to honour its commitments or meet its liabilities or to settle the dues of all the creditors in the ordinary course of business and the Company would continue to have a positive net worth after giving effect to the capital reduction. Therefore, the proposed capital reduction shall not prejudice any creditors of the Company.

17. As on date, there is no pending inspection, inquiry or investigation against the Company

under the Companies Act, 2013. 18. The proposed capital reduction is contemplated as under the Articles of Association of the

Company. Pursuant to approval of the shareholders of the Company, confirmation of the National Company Law Tribunal, Mumbai Bench (“NCLT”) will have to be sought in terms of Section 66 read with section 52 of the Companies Act, 2013.

19. In the event the confirmation order of the NCLT for capital reduction of the Company is not obtained, the resolution passed by the shareholders shall be null and void.

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Indian Oiltanking Limited (Formerly IOT Infrastructure & Energy Services Limited)

Regd. Office : IOT House, Plot No.Y2, CTS 358, A/2, Village Bhandup, Off. Ceat Tyre Road., Near Nahur Station, Bhandup (West) Mumbai, Maharashtra 400078 Phone No: +91 22 61524700/800, Fax No: +91 22 61524777/888

Web: www.iotl.com, CIN No: U23200MH1996PLC102222

20. The form of the minute proposed to be registered under section 66(5) of the Companies

Act, 2013 is as follows:

“The securities premium account of Indian Oiltanking Limited, is henceforth Rs. 244,81,88,318/- (Rupees Two Hundred Forty Four Crores Eighty One Lakhs Eighty Eight Thousand Three Hundred Eighteen), as reduced from Rs. 522,53,92,450/- (Rupees Five Hundred Twenty Two Crores Fifty Three Lakhs Ninety Two Thousand Four Hundred Fifty).”

21. None of the Directors or Key Managerial Persons or their relatives is in any way concerned

or interested, financial or otherwise in the resolution.

22. The Board recommends the passing of the special resolution as set out in the Notice.

23. Copies of the (i) Memorandum and Articles of Association of the Company as amended from time to time; (ii) Annual reports for the financial year ended March 31, 2019; (iii) Audited Financial Accounts of the Company for the period ended 31st March, 2020; (iv) Register of Director’s Shareholdings of the Company; (v) Draft of Director Declaration, would be open for inspection by the members entitled to vote on the proposed resolution for capital reduction the Company on any working days Saturdays from 25/07/2020 to 31/07/2020 between 10:00 a.m. to 1:00 p.m., prior to the date of the meeting.

24. A copy of this Explanatory Statement, may be obtained free of charge on any working day (except Saturdays& Sundays) prior to the date of the meeting, from the Registered Office of the Company.

Date: 24th July, 2020 Regd. Office: IOT House, Plot No. Y2, CTS 358, A/2, Village Bhandup, Off Ceat Tyre Road, Near Nahur Railway Station, Bhandup West, Mumbai – 400 078, Maharashtra, India.

By Order of the Board For INDIAN OILTANKING LIMITED

Sd/- S. R. Ganeshan Director DIN: 08013329

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[On the letterhead of shareholder/via Email]

THE COMPANIES ACT, 2013

Consent by Shareholder for shorter notice

[Pursuant to proviso to Section 101(1)] To, The Board of Directors INDIAN OILTANKING Limited IOT House, Plot No. Y2, CTS 358, A/2, Village Bhandup, Off Ceat Tyre Road, Near Nahur Railway Station, Bhandup West, Mumbai – 400 078, Maharashtra, India. We, [●], having registered office at [●] holding [●] equity shares of Rs. 10/- each in INDIAN OILTANKING Limited in our own name, hereby give consent, pursuant to section 101(1) of the Companies Act, 2013, to hold the extra ordinary general meeting on [●], 2020 or at any adjournment thereof at shorter notice. For [name of the shareholder] Signature: Name: Dated the [●] day of [●], 2020

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[On the letterhead of shareholder/via Email]

[●], 2020

To, The Board of Directors INDIAN OILTANKING Limited IOT House, Plot No. Y2, CTS 358, A/2, Village Bhandup, Off Ceat Tyre Road, Near Nahur Railway Station, Bhandup West, Mumbai – 400 078, Maharashtra, India. Dear Sirs,

This is to inform you that Mr. [●] is appointed as the authorized representative of [name of shareholder] under section 113 of the Companies Act, 2013, to attend and vote and exercise all powers of a shareholder, at the extra ordinary general meeting of Indian Oiltanking Limited to be held on Saturday, 1st August, 2020 or at any adjournment thereof. You are requested to kindly take a note of the same, and act accordingly.

Sincerely [Name of shareholder] __________________ [Name of the person] [Designation]

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