Great Eastern Shipping : AGM Notice FY2021-22

Our Ref.: S/2022/JMT	July 04, 2022
BSE Limited	National Stock Exchange of India Limited

1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400 001

Exchange Plaza, 5th Floor, Plot No. C/1, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

Dear Sir,

We wish to inform you that the 74th Annual General Meeting (AGM) of the Company will be held on Friday, July 29, 2022 at 3.00 p.m. (IST) through Video Conferencing (VC)

• Other Audio Visual Means (OAVM) in compliance with the applicable provisions of the Companies Act, 2013 and circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.

We enclose herewith the Notice of AGM alongwith the Annual Report of the Company for the year ended March 31, 2022.

Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rules framed thereunder, the Company has fixed July 22, 2022 as the 'cut-off' date for remote e- voting as well as voting during the AGM. A member's voting rights shall be in proportion to his/her share of the paid-up equity share capital of the Company as on the cut-off date.

The remote e-voting period shall commence at 09.00 a.m. on Monday, July 25, 2022 and end at 5.00 p.m. on Thursday, July 28, 2022.

Those members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the resolutions through remote e-voting, shall be eligible to vote through e-voting system during the AGM.

www.greatship.com

The Speaker Registrations for AGM will be open from July 24, 2022 (09.00 a.m. onwards) to July 27, 2022 (till 05.00 p.m.).

The Register of Members and Share Transfer Books of the Company will remain closed from July 23, 2022 to July 29, 2022 (both days inclusive) for the Annual General Meeting.

You are requested to take note of the above.

Thanking You,

Yours faithfully,

For THE GREAT EASTERN SHIPPING CO. LTD.,

Jayesh M. Trivedi

President (Secl. & Legal) & Company Secretary

www.greatship.com

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CIN: L35110MH1948PLC006472

OCEANHOUSE,134/A, Dr. AnnieBesantRoad,Worli,Mumbai- 400- 400018,INDIAIndia. Tel. Tel:. +91(22)(22)66616661300000/ 2492/ 249221002100Fax Fax:+91(22)(22)2492249259005900 Email: [e-mail] | Web: www.greatship.com

NOTICE

NOTICE is hereby given that the Seventy-Fourth Annual General Meeting of the members of THE GREAT EASTERN SHIPPING CO. LTD. will be held through Video Conferencing / Other Audio Visual Means on Friday, July 29, 2022 at 3.00 p.m. (I.S.T.) to transact the following business:

1. To receive, consider and adopt:
2. 1. the audited financial statements of the Company for the financial year ended March 31, 2022, the reports of the Board of Directors and
      Auditors thereon; and
   2. the audited consolidated financial statements of the Company for the financial year ended March 31, 2022 and report of Auditors thereon.
3. To appoint a Director in place of Mr. Tapas Icot (DIN: 00905882), who retires by rotation and being eligible, offers himself for re-appointment.
4. To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 [including any modification(s) or re-enactment thereof for the time being in force] and the Rules framed thereunder and pursuant to the recommendation of the
   Audit Committee, Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018), be and are hereby re-appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the sixth consecutive Annual
   General Meeting of the Company to be held in the calendar year 2027 at a remuneration to be determined by the Board of Directors."
5. To consider and, if thought fit, to pass with or without modification(s) the following Resolutions as Special Resolutions:
   "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and the Rules framed thereunder and Regulation 17 and other applicable regulations, if any, of the Securities and Exchange Board of
   India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], Mr. Shivshankar Menon (DIN: 09037177), who was appointed as an Additional Director at the meeting of the Board of Directors of the Company held on May 06, 2022 and who has submitted a declaration that he meets the criteria for independence as provided in the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Independent Director of the Company under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a term of three years with effect from May 6, 2022."
   "RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(1A) of the Listing Regulations, approval of the members be and is hereby accorded to Mr. Shivshankar Menon (DIN: 09037177), who will attain the age of 75 years on July 5, 2024, to continue as an Independent Director of the Company until expiry of his term as aforesaid."
6. To consider and, if thought fit, to pass with or without modification(s) the following Resolutions as Special Resolutions:
   "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and the Rules framed thereunder and Regulation 17 and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and
   Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], Mr. T. N. Ninan (DIN : 00226194), who was appointed as an Additional Director at the meeting of the Board of Directors of the Company held on May
   06, 2022 and who has submitted a declaration that he meets the criteria for independence as provided in the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Independent Director of the Company under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a term of three years with effect from May 06, 2022."

74th Annual Report 2021-2022Notice

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"RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(1A) of the Listing Regulations, approval of the members be and is hereby accorded to Mr. T. N. Ninan (DIN : 00226194), who will attain the age of 75 years on December 9, 2024, to continue as an Independent Director of the Company until expiry of his term as aforesaid."

1. To consider and, if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution:
   "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and the Rules framed thereunder and Regulation 17 and other applicable regulations, if any, of the Securities and Exchange Board of
   India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], Mr. Uday Shankar (DIN: 01755963), who was appointed as an Additional Director at the meeting of the Board of Directors of the Company held on May 06, 2022 and who has submitted a declaration that he meets the criteria for independence as provided in the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Independent Director of the Company under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a term of three years with effect from May 06, 2022."
2. To consider and, if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution:
   "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203, Schedule V and other applicable provisions of the Companies Act, 2013 ('the Act') and the Rules framed thereunder, Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and
   Disclosure Requirements) Regulations, 2015 (including any modification(s) or re-enactment thereof, for the time being in force), the approval of the Company be and is hereby accorded to the re-appointment of Mr. Bharat K. Sheth (DIN: 00022102) as a Whole-time Director of the Company designated as 'Deputy Chairman & Managing Director' for a period of 3 years with effect from April 01, 2023 on the terms as set out in the Explanatory Statement annexed to this Notice, with liberty to the Board of Directors (hereinafter referred to as 'the Board' which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the said terms in such manner as may be agreed between Mr. Bharat K. Sheth and the Board."
3. To consider and, if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution:
   "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203, Schedule V and other applicable provisions of the Companies Act, 2013
   ('the Act') and the Rules framed thereunder (including any modification(s) or re-enactment thereof, for the time being in force), the approval of the Company be and is hereby accorded to the re-appointment of Mr. G. Shivakumar (DIN: 03632124) as a Whole-time Director of the Company designated as 'Executive Director' for a period of 3 years with effect from November 14, 2022 on the terms as set out in the Explanatory Statement annexed to this Notice, with liberty to the Board of Directors (hereinafter referred to as 'the Board' which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the said terms in such manner as may be agreed between Mr. G. Shivakumar and the Board."

By Order of the Board

Jayesh M. Trivedi

Company Secretary

Mumbai, May 06, 2022

Registered Office:

Ocean House, 134/A, Dr. Annie Besant Road, Worli, Mumbai 400018

Tel: [phone] 2100

Fax: [phone]

Email: [e-mail]

Web: www.greatship.com

CIN: L35110MH1948PLC006472

THE GREAT EASTERN SHIPPING CO. LTD.

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NOTES:

1. In view of the Covid-19 pandemic, the Ministry of Corporate Affairs has, vide its circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 08, 2021, December 14, 2021 and May 05, 2022 (collectively referred to as 'MCA Circulars') permitted the holding of the Annual General Meeting ('AGM') through video conferencing ('VC') / other audio visual means ('OAVM'), without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the AGM of the Company is being held through VC / OAVM.
2. In compliance with the MCA Circulars, Notice of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depositories. Members may note that the Notice and Annual Report 2021-22 will also be available on the Company's website: www.greatship.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFin Technologies Limited: https://emeetings.kfintech.com.
3. Pursuant to the MCA Circulars, the facility to appoint proxy to attend and vote is not available for this AGM.
4. The Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
5. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the business as per Item Nos. 4 to 8 herein above, is annexed hereto.
6. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before July 27, 2022 through email (mentioning their name, demat account number/folio number, contact details etc.) on [e-mail] same will be replied by the Company suitably.
7. The Register of Members and Share Transfer Books of the Company will remain closed from July 23, 2022 to July 29, 2022 (both days inclusive).
8. Pursuant to Section 205A of the Companies Act, 1956, all unclaimed dividends upto the 40th dividend for the year 1993-94 paid by the Company on October 05, 1994 have been transferred to the General Revenue Account of the Central Government. Members who have not encashed the Dividend Warrants for the said period are requested to claim the amount from the Registrar of Companies, Maharashtra, C/o. Central
   Government Office Building, A Wing, 2nd Floor, Next to Reserve Bank of India, CBD Belapur 400 614.
9. Pursuant to Section 124(5) of the Companies Act, 2013, the Company has transferred the unclaimed dividend for the year 2013-14 (60th final) and
   2014-15 (61st interim) to the Investor Education and Protection Fund (IEPF). The unclaimed dividend for the year 2014-15 (61st Final) will be due for transfer to the IEPF on September 12, 2022 pursuant to Section 124(5) of the Companies Act, 2013. Shareholders who have not encashed the
   Dividend Warrants are requested to claim the amount from the Company's Share Department at the Registered Office of the Company.
10. Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which dividend has not been paid or claimed for seven consecutive years will also be due for transfer by the Company in the name of Investor Education and Protection Fund on September 12, 2022 as aforesaid. Any claimant of shares transferred above shall be entitled to claim such shares from Investor Education and Protection Fund.
11. The information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Directors being appointed / re-appointed is annexed hereto.
12. Relevant documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection by the members on the website of the Company: www.greatship.com.
    During the AGM, the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which Directors are interested under Section 189 of the Companies Act, 2013 shall be available for inspection through electronic mode on the website of the Company: www.greatship.com

74th Annual Report 2021-2022Notice