Great Eastern Shipping Co Ltd : Intimation to Stock Exchanges

OCEAN HOUSE, 134/A, Dr. Annie Besant Road, Worli. Mumbai- 400 018, INDIA. Tel.: +91 (22) 6661 3000 l 2492 2100 Fax: +91(22) 2492 5900

Our Ref.: S/0171/2013/JMT Bombay Stock Exchange

lst Floor, Phiroze Jeejeebhoy Towers,

Dalal Street,

MUMBAI - 400 001

December 16, 2013

Fax No.22723121/3719

Dear Sir,

Pursuant to clause 31 of the Listing Agreement, we are enclosing herewith three copies of Postal Ballot Notice dated November 27, 2013, together with the Postal Ballot Form, for obtaining the consent of the shareholders by way of Postal Ballot for the following:

l. lncrease in Fil investment limit upto 33% of the paid-up equity capitai of the

Company.

2. Revision in the remuneration of Ms. Ketaki Sheth, holding an office or piace of profit in the Company.

The Postal Ballot Form duly completed should reach the Scrutinizer, appointed for the said purpose viz, conducting the Postal Ballot process in a fair and transparent manner, Ms. Dipti Mehta, Practising Company Secretary, on or before Friday, January 17, 2014. The results of the Postal Ballot will be announced on Friday, January 24, 2014.

You are requested to take note of the above.

J s :Trlvedl

Vice President (Secl. & Legai) & Company Secretary

CC: National Stock Exchange, Mumbai Fax No. 26598237l 66418124/25/26

CC: Wholesale Debt Market,

National Stock Exchange, Mumbai Fax No. 26598238

CC: Luxembourg Stock Exchange, LUXEMBOURG. ost@bourse.lu

Registered Office: "Ocean House", 134/ A, Dr. Annie Besant Road, Worli, Mumbai- 400 018.

NOTICE PURSUANT TO SECTION 192A OF THE COMPANIES ACT, 1956

NOTICE is hereby given, pursuant to Section 192Aofthe Companies Act, 1956 read with the Companies (Passing ofthe Resolution by Postal Ballot) Rules, 2011, to transact the following special business bypassing resolutions by Postal Ballot:

1. To consider, and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT subject to the provisions of the Foreign Exchange Management {Transfer or lssue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time, and the provisions of other laws as may be applicable, consent of the Members of the Company be and is hereby accorded for acquiring and holding of equity shares of the Company by Foreign lnstitutional lnvestors (FIIs) and Securities and Exchange Board of India approved sub-accounts of Flls under the Portfolio lnvestment Scheme (PIS) up to 33% ofthe paid­ up equity share capitai of the Company, as approved by the Board of Directors (Board); Provided however that the shareholding of a single Fil or a sub-account of a Fil shall not at any time exceed 1O% of the paid-up equity share capitai ofthe Company orsuch otherlimitas may be permitted by law and approved bythe Board."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to do ali such acts, deeds, matters and things and execute ali such agreements, documents, instruments and writings as may be required, as it may in its sole discretion deem fit and to delegate ali or any of its powers herein conferred to any committee of Directors and l or Director(s) and l orofficer(s) ofthe Company, to give effectto this resolution."

2. To consider, and ifthoughtfit, to pass thefollowing resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 314 and other applicable provisions, if any, of the Companies Act, 1956 and the Companies Act, 2013, consent of the Company be and is hereby accorded to Ms. Ketaki Sheth, relative of a Director of the Company, to hold and continue to hold an office or piace of profit in the Company as an Officer ofthe Company on the following terms and conditions with effect from September 01, 2013:

a) Consolidated monthly salary of Rs. 1,00,0001- including Company's contribution to Provident Fund, Superannuation Fund andali other allowances.

b) Transportationlconveyance facilities including reimbursement of expenses on account of car and driver.

c) Re-imbursement of medicai expenses incurred for herself and her family subject to a ceiling of one month's salary in a year or three months' salary over a period of three years.

d) Tele-communication facilities at her residence.

e) Leave encashment as per the rules of the Company. f) lnsurance as perthe rules ofthe Company.

g) Gratuity as perthe rules ofthe Companywith effectfromjoining date."

"RESOLVED FURTHER THAT the Board of Directors of the Company be andare hereby authorised to do ali such acts, matters, deeds and things in orderto give effectto the above resolution."

By Order of the Board

For The Great Eastern Shipping Co. Ltd.

Piace: Mumbai

Date: November 27, 2013

NOTES

Jayesh M. Trivedi

Company Secretary

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1. An explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 and Section 192A(2) ofthe Companies Act, 1956 setting out ali the material facts concerning the aforesaid special business and reasons therefor is annexed hereto.

2. The Board of Directors of the Company has appointed Ms. Dipti Mehta, Practising Company Secretary as

Scrutinizerfor conducting the Postal Ballot process in a fair and transparent manner.

3. The Postal Ballot Form and self-addressed postage prepaid envelope are enclosed forthe use ofthe Members.

4. Members have option to vote either through e-voting or physical mode. Members are requested to carefully read the instructions printed in the postal ballot form.

5. Members who have registered their e-mail ids for receipt of documents in electronic mode with the concerned Depository, have been sent link for e-voting by e-mail from National Securities Depository Limited (NSDL). E­ voting facility will be available tili January 17, 2014.

6. Members opting to vote through physical mode are requested to return the Postal Ballot Form duly completed, in the attaehed self addressed postage prepaid envelope so as to reaeh the Scrutinizer on or before the end of working hours, i.e., 6.00 p.m., on January 17,2014.

7. A Member's voting rights shall be in proportion to hislher share of the paid up equity share capitai of the

Company.

8. The Scrutinizerwill submit her report addressed to Mr. K. M. Sheth, Executive Chairman aftercompletion ofthe scrutiny and the results of the Postal Ballot will be announced on Friday, January 24, 2014 at the Registered Office ofthe Company.

J ( J­

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, .·

2013 ANO SECTION 192A(2) OF THE COMPANIES ACT, 1956.

ITEM N0.1 (Special Resolution):

In terms of the Foreign Exchange Management (Transfer or lssue of Security by a Person Resident Outside India) Regulations, 2000, the Foreign lnstitutionallnvestors (FIIs}/SEBI approved sub-account of Flls can, in aggregate, hold upto 24% (Twenty- four per cent) of paid- up equity capitai under Portfolio lnvestment Scheme. The said Regulations further previde that the limit of 24% (Twenty- four per cent) may be increased upto the sectoral cap/ statutory ceiling, as applicable, by the lndian company concerned by passing a resolution to that effect by its Board ofDirectors and Members.

Considering the fact that Flls have become key players in the lndian capitai market and to facilitate greater Fil investment in the Company, which would previde depth and liquidity to the Company's shares and to enhance the shareholder's value, the Board of Directors of the Company at its meeting held on November 08, 2013, have proposed, subject to the approvai of Members by way of a special resolution, to enhance the said Fil investment limitto 33% (Thirty-three percent) ofthe paid up equity share capitai ofthe Company.

Your Directors commend the resolution set out at ltem No. 1 of the accompanying notice for the approvai of the Members. Your approvai is sought by voting by Postal Ballot in terms of the provisions of Section 192A of the Companies Act, 1956, read with the provisions of the Companies (Passing of Resolutions by Postal Ballot) Rules,

2011.

None ofthe Directors or Key Managerial Personnel ofthe Company or their relatives, are, in any way, concerned or interested in this resolution.

ITEM NO.2 {Special Resolution):

Ms. Ketaki Sheth was appointed as an Officer on Special Duty to assist the Trustees of Vasant J Sheth Memoria! Foundation, a public charitable trust active in the area of maritime education and creating awareness about the role and valuable contribution of the lndian Maritime lndustry. Ms. Ketaki Sheth has put in considerable effort towards achieving the goals forthe Foundation overthe years.

Since November 2005, she was drawing a remuneration of Rs. 50,000/- per month apart from other benefits. lt is therefore proposed to revise her remuneration with effect from September 01, 2013 as under:

a) Consolidated monthly salary of Rs. 1,00,000/- including Company's contribution to Provident Fund, Superannuation Fund and ali other allowances.

b) Transportation/conveyance facilities including reimbursement of expenses on account of car and driver.

c) Re-imbursement of medicai expenses incurred for herself and her family subject to a ceiling of one month's salary in a year orthree month's salary over a period ofthree years.

d) Tele-communication facilities at her residence.

e) Leave encashment as per the rules ofthe Company. f) lnsurance as perthe rules ofthe Company.

g) Gratuity as per the rules of the Company with effect from joining date.

Section 314(1)(b) of the Companies Act, 1956 (Act) provides that, a relative of a director shall not hold office or piace of profit carrying a total monthly remuneration not less than Rs. 50,000/- unless the same is approved by the Members of the Company. As per the provisions of the said section, approvai ofthe Members may be sought at the first meeting ofthe Members held after increasing the remuneration.

Ms. Ketaki Sheth is the daughter of late Mr. Vasant J. Sheth and Mrs. Asha Sheth, currently a Director of the

Company.

Your Directors commend the resolution set out at ltem No. 2 of the accompanying Notice for the apprcval of the Members. Your approvai is sought by voting by Postal Ballot in terms of the provisions of Section 192A of the Companies Act, 1956, read with the provisions of the Companies (Passing of Resolutions by Postal Ballot) Rules,

2011.

None of the Directors or Key Managerial Personnel of the Company or their relatives, except Mrs. Asha Sheth, are, in anyway, concerned or interested in this resolution.

By Order of the Board

For The Great Eastern Shlpping Co. Ltd.

Piace: Mumbai

Date: November 27, 2013

Jayesh M. Trivedi

Company Secretary

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1/We hereby exercise my/our vote iA respeQt of the followlng reselutic:ms·to be passed through Postal Baliot flD.r

the speclal business stç ted in ttlè1Noti· .d l id Novèmr 27, 2013 tlf h;e CbrhQ'a(ly by sendlnQ my{dlssent to the sald resolutlons by placlng lck (./)mari<. at the appropri.atbox below:

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1/We dissent to the resolutlon (Ag,alnst)

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Note:Please read carefLII19 the lnstr ions l'rintéd bVerleaf before eJçert:lslhg the vote.

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INSTRUCTIONS .·

1. Process and manner for Members opting for e-voting is as under :
(A) In case of Members receiving e-mali from NSDL :
(i) Open the attached PDF file " GESCO.e-voting.pdf' with your DPID/Ciient ID (for shares held in demat mode) or Folio No. (for shares held in physical mode) as default password. The said file contains your "User ID" and" Password" for e-voting.
(ii) Open internet browser bytyping https ://www.evoting.nsdl.com. (iii) Click on "Shareholders Login".
(iv) Put User ID and Password as initial password as mentioned in step (i) above and login.
(v) Password Change Menu appears. Change the password with the new password of your choice with minimum 8 digits/characters or combination thereof.
(vi) Please note your new password. We strongly recommend that you do not share your new password and take utmost care to keep your password confidential.
(vii) Home page of "e-voting" opens. Click on "e-voting-Active Voting Cycles".
(viii) Select "EVEN" (E-voting Event Number) ofThe Great Eastern Shipping Company Limited for casting your votes. For an EVEN, you can login any number oftimes on e-voting platform ofNSDL till you have voted on the resolution ortill the end ofvoting period i.e. upto close ofworking hours on January 17,2014 whichever isearlier.
(ix) Now you are ready for "e-voting" as "Cast Vote" page opens.
(x) Cast your vote by selecting appropriate option and click "Submit" and also "Confirm" when prompted. Upon confirmation, the message, "Vote cast successfully" will be displayed. Once you have voted an the resolution, you will not be allowed to modify your vote.
(xi) lnstitutional Members (i.e. other than lndividuals, HUF, NRI, etc.) are also required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority Letter, etc. together with attested specimen signature ofthe duly authorized signatory (ies) who a1r e authorized to vote, to the Scrutinizer through e-mail at dipti@mehta-mehta . com with a copy marked to evoting@nsdl.co.in.
(xii) The e-voting period commences on December 19, 2013 and ends on January 17, 2014. The e-voting module will be disabled by NSDL for voting thereafter.
(B) In case of Members not receiving e-mailfrom NSDL:
Please refertothe User ID and Password printed on the Postal Ballot Form. Please follow ali steps from SI.No.A(ii) toA(xii) above, to cast vote
(C) In case you are already registered with NSDL, you can use your existing User ID and Password for casting your vote.
(D) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and E-voting User Manual for Shareholders available at the "Downloads" section of www.evoting.nsdl.com.
(E) You can aIso update your mobile number and e-mail id in the user proflle details,which may be used for sending future communication(s).
2. A Member desiring to exercise his/her/its vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the enclosed self-addressed envelope, which bears the address of the Scrutinizer appointed by the Board of Directors of the Company. Postage will be borne and paid by the Company. However, envelopes containing postal ballots, if deposited in person or sent by còurier, at the expense ofthe Member, will also be accepted.
3. Please convey your assent in the Column 'FOR' and dissent in the Column 'AGAINST' by placing the tick (./) mark in the appropriate column in this Postal Ballot Form only. The assent/dissent received in any other manner/form shall not be considered valid.
4. AMember may request far a duplicate Postal Ballot Form, if so required. However, the dulyfilled in duplicate
PostalBallot Form should reach the Scrutinizer not laterthan close ofworking hours of January 17,2014.
5. This Postal Ballot Form should be completed and signed by the Member as per the speciinen signature registered with the Company/furnished by the Depositories. In case of joint holding, this Form should be completed and signed by the first named Member and in his absence, by the next named Member.
6. A Member need not cast ali his votes in the same way.
7. The PostalBallot shall not be exercised by a proxy.
8. In case of Shares held by Companies, Trusts, Societies, etc. the duly completed Postal Ballot Form should be accompanied by Authorisation/ certified copy of Board Resolution together with specimen signature (s) ofthe duly authorised signatories.
9. Unsigned, incomplete or incorrectly ticked Postal Ballot Forms will be rejected.
1O. Scrutinizer's decision on the validity of the Postal Ballot wili be final.
11 Duly completed and signed Postal Ballot Forms should reach the Scrutinizer not later than the close of working hours i.e. 6.00.p.m. an January 17,2014. The Postal Ballot Forms received afterthe said date will be strictly treated as if the reply from the Member has not been received.
12. Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed postage prepaid Self-addressed envelope as ali envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer and the Company would not be able to act on the same.
13. The Results of the Postal Ballot will be declared at the Registered Office of the Com.pany as mentioned in the Notice as also uploaded an the website and published in the newspapers. The date of declaration ofthe Results of the Postal Ballot wjll be taken as the date of passing otthe Resolution.
14. Please note that each Memqer can opt for only one mode far voting. Member(s) who cast their votes via both modes i.e. physical ballotform as well as e-voting, then voting dane through a valid physical ballot form shall prevail.

distributed by