GE T&D India Limited Notice of Annual General Meeting ......Website: www ge...
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• GE T&D India Limited (CIN: L31102DL1957PLC193993) Registered Office: A-18, First Floor, Okhla Industrial Area, Phase II, New Delhi - 110 020 Tel. No. 911141610660 Fax No. 911141610659 Website: www ge com/inlge-td-india-limited com Notice of Annual General Meeting NOTICE is hereby given that the sixty-third Annual General Meeting (AGM) of the members of GE T&D India Limited will be held at Air Force Auditorium, Subroto Park, New Delhi -110 010 on Wednesday, the 24th day of July, 2019 at 9:30 A.M. to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2019, together with reports of the Board of Directors and Auditors thereon. 2. To declare a dividend for the financial year ended March 31, 2019. 3. Appointment of Mr. Vishal K Wanchoo in place of Mr. Stephane Cai, retiring by rotation To consider and if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION: "RESOLVED THAT Mr. Vishal K Wanchoo (holding DIN 02776467) be appointed as Director of the Company, to fill the vacancy caused by the retirement of Mr. Stephane Cai (who, though eligible for reappointment, has expressed his unwillingness to be reappointed), in respect of which vacancy, the Company has received a notice in writing pursuant to section 160(1) of the Companies Act, 2013, from a member of the Company proposing appointment of Mr. Vishal K Wanchoo as a Director of the Company and the period of his office shall be liable to determination by retirement of directors by rotation.'' SPECIAL BUSINESS 4. Ratification of remuneration of Cost Auditors fort he financial year ending March 31, 2020 To consider and if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION: "RESOLVEDTHATpursuantto the provisions of Section 148and any other applicable provisions of the Companies Act, 2013 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s Shame & Banerjee, Cost Accountants (firm registration number: 000001), appointed as the Cost Auditors by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2020, be paid the remuneration of Rs. 5,35,000 (Rupees five lac thirty five thousand only) plus applicable taxes and out of pocket expenses. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take necessary steps to give effect to the Resolution''. 5. Re-appointment of Dr. Kirit Shantilal Parikh (DIN 00684234) as an Independent Director 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(10) and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017 ("the Act"), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re- enactment(s) thereof for the time being in force), Regulation 16(1)(b),17(1A) and other relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations"), Dr. Kirit Shantilal Parikh (holding DIN 00684234), whose present term of office as an Independent Director expires on March 27, 2020, who has given his consent for the re-appointment and has submitted a declaration that he meets the criteria for independence under Section 149 of the Act and the SEBI Listing Regulations and is eligible for re-appointment, and whose re-appointment has been recommended by the Nomination and Remuneration Committee and by the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, for a second term of five consecutive years with effect from March 28, 2020 to March 27, 2025, not liable to retire by rotation. RESOLVED FURTHER THATthe Board ofDirectors of the Company be and is hereby authorized to do all such acts, deeds and things to give effect to the resolution.'' 6. Re-appointment of Mr. Rakesh Nath (DIN 00045986) as an Independent Director To consider and if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL RESOLUTION: GE T&D India Limited I 1
