Great Eastern Energy : AGM (14-Sep-2020)

GREAT EASTERN ENERGY CORPORATION LIMITED

CIN: U48985WB1992PLC095301

Registered Office: M-10, ADDA Industrial Estate, Asansol-713 305, West Bengal, India

NOTICE

Notice is hereby given that the 28th Annual General Meeting ("AGM") of the Shareholders of Great Eastern Energy Corporation Limited ("GEECL" or "the Company") will be held on Monday, the 14th day of September, 2020 at 12.30 P.M. through Video Conferencing ("VC") to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider, and adopt the audited financial statements of the Company as on March 31, 2020 and the Report of the Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Yogendra Kr. Modi (DIN: 00016666), who retires by rotation and being eligible, offers himself for re-appointment.
   To consider and, if thought fit, to pass with or without modifications, the following resolution as an
   Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Yogendra Kr. Modi (DIN: 00016666), who retires by rotation and eligible for re-appointment, be and hereby re-appointed as a Director of the Company."

SPECIAL BUSINESS:

3. To approve the remuneration of Cost Auditors of the Company for the Financial Year ending March 31, 2021

To consider and, if thought fit, to pass with or without modifications, the following resolution as an

Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration of Rs. 150,000 per annum (Rupees One Hundred Fifty Thousand) excluding applicable taxes and reimbursement of out of pocket expenses, at actuals, as approved by the Board of Directors of the Company, be paid to Sanjay Gupta & Associates, Cost Auditors (Firm Registration No. 000212) of the Company for conducting the audit of the cost records of the Company for the Financial Year ending March 31, 2021.

RESOLVED FURTHER THAT the Board of Directors of the Company be and hereby severally authorized to do all such acts, deeds, and things and to take all such steps as they may deem necessary, proper or expedient to give effect to this resolution."

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1. To approve the payment of minimum remuneration to Mr. Yogendra Kr. Modi (DIN: 00016666), Executive Chairman of the Company
   To consider and, if thought fit, to pass with or without modifications, the following resolution as a
   Special Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 of the Companies Act, 2013 (the Act) read with Schedule V and other applicable provisions, if any of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force) and the Articles of Association of the Company, approval of the Members of the Company be and hereby accorded for payment of minimum remuneration of Rs. 48 million per annum to Mr. Yogendra Kr. Modi (DIN: 00016666) effective from December 20, 2019 to December 19, 2022, notwithstanding that the remuneration subsequent to December 20, 2019 may already have been paid and/or the remuneration exceeds the limits prescribed in the provisions of Section 196 and 197 of the Companies Act, 2013 read with Schedule V and other applicable provisions in case of no profits/inadequate profits.
   RESOLVED FURTHER THAT Mr. Yogendra Kr. Modi, Executive Chairman, Mr. Prashant Modi, Managing Director & CEO, Mr. Nishchint Khanna, Chief Financial Officer, and Mr. Amit Sharma, Company Secretary and Head (Legal) of the Company be and hereby severally authorized to file the necessary forms with the Registrar of Companies and to do all such acts, deeds etc. and to sign such documents as are necessary to give effect to the above resolution."
2. To approve the re-appointment of Mr. Prashant Modi (DIN: 00016724) as Managing Director & CEO of the Company and payment of minimum remuneration

To consider and, if thought fit, to pass with or without modifications, the following resolution as a

Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 of the Companies Act, 2013 (the Act) read with Schedule V and other applicable provisions, if any of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force) and the Articles of Association of the Company, approval of the Members of the Company be and hereby accorded for re-appointment of Mr. Prashant Modi (DIN: 00016724) as Managing Director & CEO of the Company for a period of five years effective from September 22, 2020 to September 21, 2025 and payment of minimum remuneration of Rs. 45 million per annum for a period of three years effective from September 22, 2020 to September 21, 2023 notwithstanding that the remuneration may exceed the limits prescribed in the provisions of Section 196 and 197 of the Companies Act, 2013 read with Schedule V and other applicable provisions in case of no profits/inadequate profits.

RESOLVED FURTHER THAT Mr. Yogendra Kr. Modi, Executive Chairman, Mr. Prashant Modi, Managing Director & CEO, Mr. Nishchint Khanna, Chief Financial Officer, and Mr. Amit Sharma, Company Secretary and Head (Legal) of the Company be and hereby severally authorized to file the necessary forms with the Registrar of Companies and to do all such acts, deeds etc. and to sign such documents as are necessary to give effect to the above resolution."

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6. To re-appoint Mr. S. Sundareshan (DIN: 01675195) as Non-Executive Independent Director

To consider and, if thought fit, to pass with or without modifications, the following resolution as a

Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 of the Companies Act, 2013 (the Act) read with Schedule IV and other applicable provisions, if any of the Act 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), Mr. S. Sundareshan (DIN: 01675195), who holds office up to the conclusion of this Annual General Meeting, be and hereby re-appointed as Non- Executive Independent Director of the Company, not liable to retire by rotation and to hold office for a term of five consecutive years up to the conclusion of 33rd Annual General Meeting of the Company.

RESOLVED FURTHER THAT Mr. Yogendra Kr. Modi, Executive Chairman, Mr. Prashant Modi, Managing Director & CEO, Mr. Nishchint Khanna, Chief Financial Officer, and Mr. Amit Sharma, Company Secretary and Head (Legal) of the Company be and hereby severally authorized to file the necessary forms with the Registrar of Companies and to do all such acts, deeds etc. and to sign such documents as are necessary to give effect to the above resolution."

By Order of the Board

Great Eastern Energy Corporation Ltd.

Date: August 11, 2020

Place: GurugramAmit Sharma

Company Secretary & Head (Legal)

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NOTES:

1. As per Ministry of Corporate Affairs ("MCA") circular no. 20/2020 dated May 5, 2020 read with MCA circular no. 14/2020 dated April 8, 2020 and MCA circular no. 17/2020 dated April 13, 2020 appointment of proxy by a Shareholder under section 105 of the Companies Act, 2013 ("the Act") is not allowed. However, in pursuance of section 113 of the Act, representatives of the Shareholders may be appointed for the purpose of voting through remote e-voting or for participation and voting in the AGM held through Video Conferencing ("VC") or other audio-visual means.
2. The Explanatory Statement pursuant to Section 102 of the Act in respect of the special business is annexed hereto.
3. The information as required by Secretarial Standard-2 issued by The Institute of Company Secretaries of India in respect of the Directors being re-appointed is given in the Annexure-2 to the Notice.
4. Corporate Shareholders intending to attend the AGM through their Authorized Representative(s) are requested to send duly certified copy of the Board Resolution authorizing such representative(s) to attend and vote at the AGM at the email id:[e-mail]
5. Shareholders intending to attend the AGM are requested to send the duly filled out Attendance Slip (annexed herewith) at the email id:[e-mail]
6. The relevant documents referred to in the accompanying Notice of AGM and in the Explanatory Statement are open for inspection by the Shareholders of the Company at the Registered Office on all working days (except Saturdays, Sundays, and Public Holidays) between 10:00 A.M. to 12:00 P.M. upto the date of this AGM.
7. As per MCA circular no. 20/2020 dated May 5, 2020 read with MCA circular no. 14/2020 dated April 8, 2020 and MCA circular no. 17/2020 dated April 13, 2020 AGM can be done through VC. To attend the AGM through VC via Microsoft Teams, the AGM VC link will be forwarded separately to all Shareholders in advance of the AGM.
8. Shareholders are requested to download Microsoft Teams available at the following link:https://www.microsoft.com/en-in/microsoft-365/microsoft-teams/download-app
9. Please send your Voting Card (annexed herewith) at the email id:[e-mail]
10. For any query related to the AGM, the Shareholders can contact Mr. Amit Sharma, Company Secretary & Head (Legal), at [phone] and/or at the email id: [e-mail]

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