CIN: U48985WB1992PLC095301 Regd. Office: M - 10, ADDA Industrial Area, Asansol - 713 305, West Bengal, India NOTICE Notice is hereby given that an Extra Ordinary General Meeting of the Members of Great Eastern Energy Corporation Ltd. ( Company ) will be held on Thursday, November 19, 2015 at 11:00 A.M. at the Corporate Office of the Company at Signature Towers - A, 14 th Floor, South City, NH - 8, Gurgaon - 122 001, Haryana, India, to consider the following businesses: AS SPECIAL BUSINESS: 1. To appoint Statutory Auditor & Auditor under IFRS for the Financial Year 2015-16 To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), M/s S.R. Batliboi & Co. LLP (Member firm of Ernst & Young Global Limited) be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Walker, Chandiok & Co. LLP, who resigned as the Company did not agree to their unreasonable request to enhance the agreed upon audit fees. RESOLVED FURTHER THAT M/s S.R. Batliboi & Co. LLP be and are hereby appointed as Statutory Auditors of the Company from this Extraordinary General Meeting and that they shall hold the office of the Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the ensuing Annual General Meeting and that they shall conduct the Statutory Audit for the financial year ended March 31, 2016 on such remuneration as may be fixed by the Board of Directors in consultation with them. RESOLVED FURTHER THAT pursuant to the provisions of Companies Act, 2013, if any, and such other provisions, as may be applicable and recommendation of the Audit Committee, approval of the members be and is hereby accorded to the appointment of the Auditors i.e. M/s S.R. Batliboi & Co. LLP, as the Auditors of the Company for the Annual Accounts Prepared in accordance with International Financial Reporting Standards (IFRS) for the financial year 2015 2016. 1
2. To appoint Mr. Prashant Modi (DIN: 00016724) as Director To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160, 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 reenactment thereof for the time being in force), Mr. Prashant Modi (DIN: 00016724), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director along with a deposit of Rs. 100,000/-, be and is hereby appointed as a Director of the Company. 3. To appoint Mr. Prashant Modi (DIN: 00016724) as Managing Director & Chief Executive Officer To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT in accordance with the provisions of Section 196, 197, and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 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), approval of the Company be and is hereby accorded to the appointment of Mr. Prashant Modi (DIN: 00016724) as Managing Director & Chief Executive Officer of the Company, on the terms and conditions of appointment as contained in the agreement entered into with him, for a period of 5 (five) years with effect from September 22, 2015, at a gross annual remuneration not exceeding 5% of the net profits of the Company, with authority to the Nomination and Remuneration Committee of the Board to alter and vary the remuneration as it may deem fit subject however that the annual remuneration does not exceed the limit approved hereinbefore. RESOLVED FURTHER THAT the said remuneration of maximum up to 5% or as amended in maximum limit of remuneration time to time of net profit be calculated yearly on the net profits earned by the Company and be paid as remuneration to Mr. Prashant Modi. RESOLVED FURTHER THAT subject to the superintendence, control and direction of the Board, Mr. Prashant Modi be and is hereby entrusted with the substantial powers of the management of the Company and shall coordinate the activities of the other Executive / Working / Whole time Directors of the Company. 2
RESOLVED FURTHER THAT all the Directors and Company Secretary of the Company be and are hereby jointly and severally authorised to take all such steps, including signing and filing of documents with the Registrar of Companies. BY ORDER OF THE BOARD October 13, 2015 Gurgaon AUTHORISED SIGNATORY NOTES: 1. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ( Act ) in respect of the special business set out in the Notice are annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE CORPORATE OFFICE OF THE COMPANY AT SIGNATURE TOWERS - A, 14 TH FLOOR, SOUTH CITY, NH - 8, GURGAON - 122 001, HARYANA NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A BLANK PROXY FORM IS ATTACHED HEREWITH. 3
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 Item No. 1 M/s Walker, Chandiok & Co. LLP have tendered their resignation from the position of Statutory Auditors as they refused to work on the Audit fees already settled with mutual consent with the Company. This has resulted in a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013 ( Act ). Casual vacancy caused by the resignation of auditors can only be filled up by the Company in general meeting. Board proposes that M/s S.R. Batliboi & Co. LLP (Member firm of Ernst & Young Global Limited) be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Walker, Chandiok & Co. LLP. M/s S.R. Batliboi & Co. LLP, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013. Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members. The Company is required to appoint the Auditors for Audit of the Annual Accounts prepared in accordance with IFRS. The company has received consent letter from M/s S.R. Batliboi & Co. LLP for appointment as Auditors of the Company under IFRS for the Financial Year 2015-16. None of the Directors, Key Managerial Persons or their relatives, are concerned or interested in the said resolution. The Board recommends the resolution set out in Item no. 1 for the approval of members. Items No. 2 & 3 The Board of Directors of the Company, pursuant to the provisions of Section 161(1) of the Act, and the Rules framed thereunder and the Articles of Association of the Company, appointed Mr. Prashant Modi as an Additional Director of the Company with effect from September 22, 2015. At the said meeting, the Board has, on the recommendation of the Nomination and Remuneration Committee (NRC), also appointed Mr. Prashant Modi as the Managing Director & Chief Executive Officer of the Company for a period of five years with effect from September 22, 2015 under the provisions of Sections 196, 197, 203, Schedule V, and other applicable provisions if any of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 upon the same terms and conditions and remuneration hereinafter indicated. The said appointment is subject to the approval of the Members of the Company in General Meeting. In terms of the provisions of Section 161(1) of the Act, Mr. Prashant Modi would hold office up to the date of the ensuing Extra- Ordinary General Meeting. As per Section 160, a notice has been received from a member proposing Mr. Prashant Modi as a candidate for the office of Director of the Company along with a deposit of Rs. 100,000/-. Mr. Prashant Modi (42 years) has been associated with the Company since 1996. He is responsible for day-to-day operations of the Company. He supervised the Company's efforts in relation to the listing of our Company's GDRs at the Alternate Investment Market in the London Stock Exchange in 2005 and 2006, and thereafter shifting them to the main board of the London Stock Exchange in May 2010. He has received a degree in Bachelor of Science in Business Administration from Boston 4
University, USA with a major in finance. He has also undertaken executive education courses from Harvard Business School, USA, one in finance and another on launching new ventures. He is currently undertaking the "Owner President Management Program" at Harvard Business School. The terms of appointment and remuneration of Mr. Prashant Modi as Managing Director & Chief Executive Officer are as under: (a) Basic Salary: The Company shall pay Rs. 19,036,680 (Rupees One Crore Ninety Lacs Thirty Six thousand Six Hundred Eighty only) per annum as basic salary. The total remuneration (i.e., salary, perquisites, commission and Allowances) in any one financial year shall not exceed the limit of 5% of Net Profits of the Company. (b) House Rent Allowance: The Company shall provide a rent-free accommodation for the residential purposes or House Rent Allowance equal to 60% (sixty percent) of the Salary. (c) Gratuity: The Company shall pay half month's salary as gratuity for each year of completed service. (d) Provident Fund: The Company shall contribute to the Provident Fund according to the Employee Provident Fund and Miscellaneous Provisions Act, 1952 and Rules thereunder, subject to the limit not taxable at the time of contribution under the Income Tax Act, 1961 as amended from time to time. (e) Pension / Superannuation Fund: The Company shall contribute to the pension and superannuation funds, subject to the limit not taxable at the time of contribution under the Income Tax Act, 1961 as amended from time to time. (f) Leave Encashment: The Company shall allow for encashment of a maximum 30 days earned leaves for each completed year of continuous service at the end of the tenure in accordance with the Income Tax Act, 1961. (g) Leave Travel Concession: The Company shall provide Leave Travel Concession for self and family once in a year subject to a ceiling of one month's basic salary in a year or two months' basic salary over a period of two years. (h) Medical Benefits: The Company shall reimburse medical expenses to the extent of Rs. 15,000 per annum actually incurred for self and family. 5
(i) Car: The Company shall provide a car with driver for the official usage. The use of car for personal purposes, if any, shall be charged on actual basis, subject to the applicable limits as may be prescribed under the Income Tax, 1961. (j) Telephone: The Company shall provide the telephone facilities for the official purposes. (k) Commission: 5% of net profit of the Company shall be payable as commission after adjustment of salary, perquisites and allowances in one financial year. The overall limit of total remuneration (salary, perquisites, allowances and commission) shall not exceed 5% of net profit as per the provisions of section 197 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as may for the time being in force and any amendment thereto. The remuneration payable in form of commission shall be subject to prior approval of NRC and Board of Directors from time to time. (l) Overall Remuneration: The aggregate of salary, allowances, perquisites and performance incentive in any one financial year shall not exceed the limits prescribed under Sections 197, 198, Schedule V, and other relevant provisions of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any modifications or re-enactment for the time being in force. Save and except Mr. Prashant Modi and Mr. Yogendra Kr. Modi, executive Chairman and father of Mr. Prashant Modi, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, concerned or interested, financially or otherwise, in the proposed resolution. The Board recommends the resolutions set out in Items no. 2 and 3 for the approval of members. BY ORDER OF THE BOARD October 13, 2015 Gurgaon AUTHORISED SIGNATORY 6
CIN: U48985WB1992PLC095301 Regd. Office: M - 10, ADDA Industrial Area, Asansol 713 305, West Bengal, India PROXY FORM Form No. MGT - 11 [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the member(s): Registered address: E-mail id: Folio no. / Client Id: DP Id: I / We, being the member(s) of. shares of Great Eastern Energy Corporation Ltd., hereby appoint: 1. Name:. Address:. E-mail Id:.. Signature:., or failing him 2. Name:. Address:. E-mail Id:.. Signature:., or failing him 3. Name:. Address:. E-mail Id:.. Signature:., or failing him as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Extra Ordinary General Meeting of the company, to be held on Thursday, November 19, 2015 at 11:00 A.M. at the Corporate Office of the Company at Signature Towers - A, 14 th Floor, South City, NH - 8, Gurgaon - 122 001, Haryana, India and at any adjournment thereof in respect of such resolutions as are indicated below: ** I wish my above Proxy to vote in the manner as indicated in the box below: S. No. Resolution For Against SPECIAL BUSINESS 1. To appoint Statutory Auditor & Auditor under IFRS for the Financial Year 2015-16 2 To appoint Mr. Prashant Modi (DIN: 00016724) as Director 3. To appoint Mr. Prashant Modi (DIN: 00016724) as Managing Director & Chief Executive Officer Signed 2015 Signature of shareholder Signature of Proxy holder(s) Notes: (1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting. (2) A Proxy need not be a member of the Company. (3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. (4)** This is only optional. Please put an X in the appropriate column against the resolutions indicated in the Box. If you leave the For or Against column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he / she thinks appropriate. (5) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes. (6) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated. 7
ATTENDANCE SLIP CIN: U48985WB1992PLC095301 Regd. Office: M - 10, ADDA Industrial Area, Asansol 713 305, West Bengal, India Member(s) or his / her / their proxy(ies) are requested to present this slip at the venue of the meeting for admission, duly signed in accordance with his / her / their specimen signature(s) registered with the Company. DP Id No.*: Client Id No.*: Regd. Folio No.: Name and Address: No. of Shares held: *Applicable to members holding shares in electronic form I hereby record my presence at the Extra Ordinary General Meeting of Great Eastern Energy Corporation Ltd. held on Thursday, November 19, 2015 at 11:00 A.M. at the Corporate Office of the Company at Signature Towers - A, 14 th Floor, South City, NH - 8, Gurgaon - 122 001, Haryana, India Please in the box. Member Proxy Name of the Proxy in Block Letters Member s Signature Proxy s Signature 8