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 31st Annual General Meeting ("AGM") of the Members of Great Eastern Energy Corporation Limited ("GEECL" or "the Company") will be held on Thursday, the 21st day of September 2023, at 2.30 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, 2023, and the Reports of the Directors and Auditors thereon.
  2. To appoint a Director in place of Mr. Prashant Modi (DIN: 00016724), 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. Prashant Modi (DIN: 00016724), who retires by rotation and eligible for re-appointment, be and hereby re-appointed as a Director of the Company."

SPECIAL BUSINESS:

  1. To approve the remuneration of Cost Auditors of the Company for the Financial Year ending on March 31, 2024.
    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. 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 on March 31, 2024.
    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."
  2. To appoint Mr. Pankaj Ramanbhai Patel (DIN: 00131852) as Non-Executive Independent Director.
    To consider and if thought fit, to pass with or without modification(s), the following resolution as
    Ordinary Resolution:

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"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any 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) read with Schedule IV to the Companies Act, 2013, Mr. Pankaj Ramanbhai Patel (DIN: 00131852), who was appointed as an Additional Director (Independent) pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, be and hereby appointed as Non-Executive Independent Director of the Company to hold office for 5 (five) consecutive years for a term up to the conclusion of Thirty sixth Annual General Meeting."

By Order of the Board

Great Eastern Energy Corporation Ltd.

Date: August 9, 2023

Place: Gurugram

Jitender Kumar

Company Secretary & Senior Manager (Legal)

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NOTES:

  1. As per Ministry of Corporate Affairs ("MCA") vide its general circular no. 10/2022 dated December 28, 2022, read with MCA circular no. 02/2022 dated May 5, 2022, 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 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:jkumar@geecl.com
  4. Members intending to attend the AGM are requested to send the duly filled out Attendance Slip (annexed herewith) at the email id:jkumar@geecl.com
  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 general circular no. 10/2022 dated December 28, 2022, read with MCA circular No. 2/2022 dated May 5, 2022, 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
  7. Please send your Voting Card (annexed herewith) at the email id:jkumar@geecl.com
  8. For any query related to the AGM, please contact Mr. Jitender Kumar, Company Secretary & Senior Manager (Legal), at +91-95997-42221 and/or at the email id: jkumar@geecl.com

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

Item No. 3

The Board of Directors in their meeting held on May 29, 2023, 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 on March 31, 2024.

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 on March 31, 2024, 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 in item no. 3 of the notice for your approval.

Item No. 4

Mr. Pankaj Ramanbhai Patel (DIN: 00131852) is the Chairman of Zydus Lifesciences Limited. He is also the Chairman of Zydus Foundation which has set up Zydus Hospital and Medical College, Dahod.

Mr. Patel has both research and techno-commercial expertise and has published over a hundred research papers in peer reviewed journals and is a co-inventor in more than 64 patents. He has been conferred with Dsc. (Honoris Causa) by Dr. A.P.J. Abdul Kalam Technical University, Lucknow.

Mr. Patel has been appointed as a part time non-official Director in the Central Board of the Reserve Bank of India. He is on the board of several institutions, including Chairman of IIM Udaipur, Chairperson of the Board of Governors of IIM Ahmedabad, and Invest India. He is a member of the Governing Board of India Pharmacopoeia Commission, Ministry of Health & Family Welfare, Government of India, and a member of the CEO Advisory Committee of International Generics and Biosimilars Association. Mr. Patel is the Past President of the Federation of Indian Chamber of Commerce & Industry. He also officiates on the board of several charitable institutions.

In recognition of his contributions to the healthcare industry in India, Mr. Patel is a recipient of several awards including the Acharya PC Ray Memorial Gold Medal Award, the Eminent Pharmacist Award, and the India Innovator Award. For his entrepreneurial vision, Mr. Patel was awarded the Ernst & Young Entrepreneur of the Year Award in the Life Sciences category in 2010.

Mr. Patel was appointed as an Additional Director (Independent) by the Board of Directors of the Company with effect from July 3, 2023, pursuant to the provisions of Section 161 of the Act and the Articles of Association of the Company. In terms of the provisions of Section 161 of the Act, Mr. Patel will hold office up to the date of the ensuing Annual General Meeting.

The Company has received a declaration from Mr. Patel that he meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act. In the opinion of the Board, Mr. Patel fulfills the conditions for his appointment as Non-Executive Independent Director as specified in the Act and rules made thereunder.

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Except Mr. Patel, being an appointee, none of the Directors / Key Managerial Personnel of the Company / their relatives are concerned or interested, financial or otherwise, in the resolution as set out at item No. 4.

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

By Order of the Board

Great Eastern Energy Corporation Ltd.

Date: August 9, 2023

Place: Gurugram

Jitender Kumar

Company Secretary & Senior Manager (Legal)

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Great Eastern Energy Corporation Ltd. published this content on 21 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2023 00:02:04 UTC.