Great Eastern Energy : AGM (26-Sep-2022)

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 30th Annual General Meeting ("AGM") of the Members of Great Eastern Energy Corporation Limited ("GEECL" or "the Company") will be held on Monday, the 26th day of September 2022, at 12.30 p.m. (IST) 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, 2022, and the Reports 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."
3. To appoint the Statutory Auditors of the Company and to fix their remuneration and in this connection.
   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 139, 142 of Companies Act, 2013, ("Act") Rule 6 of Companies (Audit and Auditors) Rules, 2014 and such other provisions (including any statutory modification(s) or re-enactment thereof for the time being in force) as may be applicable and as recommended by the Audit Committee and Board of Directors of the Company, M/s. S.N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N/N500045) be and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of 35th Annual General Meeting of the Company at a remuneration as may be agreed by the Board of Directors of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and hereby severally authorised 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."

SPECIAL BUSINESS:

4. To approve the remuneration of Cost Auditors of the Company for the Financial Year ending March 31, 2023.

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

Ordinary Resolution:

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"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. 135,000 (Rupees One Hundred Thirty Five 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, 2023.

RESOLVED FURTHER THAT the Board of Directors of the Company be and hereby severally authorised 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."

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, read with Schedule V and other applicable provisions, if any of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications (s) 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. 68 million per annum to Mr. Yogendra Kr. Modi (DIN: 00016666) from April 1, 2022, to remaining period till December 19, 2024, even if 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 and the said remuneration payable shall be excluding the Company's contribution made to Employees Provident Fund.
   RESOLVED FURTHER THAT Mr. Yogendra Kr. Modi, Executive Chairman, Mr. Prashant Modi, Managing Director & CEO, Mr. Nishchint Khanna, Chief Financial Officer, and Mr. Anil Kumar Sinha, Company Secretary and Head (Legal) of the Company be and hereby severally authorised to file the necessary forms with 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 payment of minimum remuneration to Mr. Prashant Modi (DIN: 00016724) as Managing Director & CEO 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, read with Schedule V and other applicable provisions, if any of the Companies Act, 2013, (the Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modifications (s) 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. 65 million per annum to Mr. Prashant Modi (DIN: 00016724) from April 1, 2022, to March 31, 2025, even if 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 and the said remuneration payable shall be excluding the Company's contribution made to Employees Provident Fund.

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RESOLVED FURTHER THAT Mr. Yogendra Kr. Modi, Executive Chairman, Mr. Prashant Modi, Managing Director & CEO, Mr. Nishchint Khanna, Chief Financial Officer, and Mr. Anil Kumar Sinha, Company Secretary and Head (Legal) of the Company be and hereby severally authorised to file the necessary forms with 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."

7. To re-appoint Mr. Sushil Kumar Roongta (DIN: 00309302) 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, 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. Sushil Kumar Roongta (DIN: 00309302), 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 35th 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. Anil Kumar Sinha, 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: July 7, 2022

Place: Gurugram

Anil Kumar Sinha

Company Secretary & Head (Legal)

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NOTES:

1. As per Ministry of Corporate Affairs ("MCA") circular no. 02/2022 dated May 5, 2022, read with MCA circular no. 20/2020 dated May 5, 2020, 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 Members 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. Corporate Members intending to attend the AGM through their Authorised Representative(s) are requested to send duly certified copy of the Board Resolution authorising such representative(s) to attend and vote at the AGM at the email id:[e-mail]
4. Members intending to attend the AGM are requested to send the duly filled out Attendance Slip (annexed herewith) at the email id:[e-mail]
5. The relevant documents referred to in the accompanying Notice of AGM and in the Explanatory Statement are open for inspection by the Members 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. up to the date of this AGM.
6. As per MCA circular no. 02/2022 dated May 5, 2022, read with MCA circular no. 20/2020 dated May 5, 2020, 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 is:Click here to join the meeting
   Members are requested to download Microsoft Teams available at the following link: https://www.microsoft.com/en-in/microsoft-365/microsoft-teams/download-app
7. Please send your Voting Card (annexed herewith) at the email id:[e-mail]
8. For any query related to the AGM, please contact Mr. Anil Kumar Sinha, Company Secretary & Head (Legal), at [phone] and/or at the email id: [e-mail]

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ("the Act")

Item No. 3

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Registration no. 301003E/E300005) were appointed as Statutory Auditors of the Company in the 25th Annual General Meeting held on September 26, 2017, until the conclusion of 30th Annual General Meeting of the Company.

M/s S.R. Batliboi & Co. LLP, Chartered Accountants have completed two terms of their appointment as per the provisions of Section 139 (2) of the Companies Act, 2013, read with Companies (Audit & Auditors) Rules, 2014, are not eligible for re-appointment.

The Board of Directors at its meeting held on July 7, 2022, after considering the recommendation of the Audit Committee has recommended the appointment of M/s S.N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N/N500045) as Statutory Auditors of the Company for a period of five years, commencing from the conclusion of the ensuing Annual General Meeting till the conclusion of the 35th Annual General Meeting for approval of the Members.

M/s S.N. Dhawan & Co. LLP, Chartered Accountants have submitted with the Company, the necessary certificate confirming their eligibility for appointment, as required under Section 141 of the Companies Act, 2013.

M/s S.N. Dhawan & Co. LLP are one of the largest Chartered Accountants in India. They are a member firm of Mazars, an international audit, tax, and advisory firm. They have access to Mazars technical expertise, audit tools, and other resources.

None of the Directors or key managerial personnel of the Company or their relatives are, in any way, concerned or interested in the proposed resolution.

The Board recommends the Ordinary Resolution set out at item no. 3 of the notice for your approval.

Item No. 4

The Board of Directors in their meeting held on July 7, 2022, on the recommendation of the Audit Committee, have approved the re-appointment of Sanjay Gupta & Associates, Cost Auditors (Firm Registration No. 000212) to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2023.

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the proposal for payment of remuneration of Rs. 135,000 (Rupees One Hundred Thirty Five Thousand) excluding applicable taxes and reimbursement of out of pocket expenses, at actuals for the Financial Year ending March 31, 2023, to the Cost Auditors is placed for approval by the Members of the Company.

None of the Directors or key managerial personnel of the Company or their relatives are, in any way, concerned or interested in the proposed resolution.

The Board recommends the Ordinary Resolution set out at item no. 4 of the notice for your approval.

Item No. 5

The Members of the Company in their Meeting held on September 18, 2018, had approved the payment of minimum remuneration of Rs. 48 million per annum to Mr. Yogendra Kr. Modi (DIN: 00016666), Executive

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