REC- 1-51.p65 - Rural Electrification Corporation Ltd.

10
41st ANNUAL REPORT 2009-10
82(3): Appointment of Directors who are liable to retire by rotation:
The remaining Directors constituting 2/3rd of the Directors, whether whole time functional Directors or Part time official/ part time
Non Official Directors will be appointed in the General Meeting, in accordance with the provisions of the Act. The Directors so
appointed shall be liable to retire by rotation.
Unquote
with the following revised/amended Articles:-
Quote
82(2): Appointment of Vice Chairman/ Managing Director / other Directors:
In addition to the Chairman/ Chairman and Managing Director, President may also appoint Vice Chairman/ Managing Director,
whole time functional Director and other Directors in consultation with Chairman/ Chairman and Managing Director. No such
consultation will however be necessary in case of appointment of Directors representing the Govt.
82(3): Appointment of Directors who are liable to retire by rotation:
Two-third (any fraction to be rounded off to the next number) Directors of the Company shall be persons whose period of office
shall be liable to determination by rotation and save as otherwise expressly provided in the Act, be appointed by the company in
General Meeting.
Registered Office:
Core-4, SCOPE Complex,
7, Lodi Road,
New Delhi-110003.
Dated: 22nd July, 2010
By order of the Board of Directors
(B.R.Raghunandan)
ED & Company Secretary
NOTES:-
1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself/
herself and such proxy need not be a Member of the Company. Proxies, in order to be effective, must be deposited at the Registered
Office of the Company, not less than forty-eight hours before the commencement of the Annual General Meeting. Blank proxy form
is enclosed.
2. An Explanatory Statement pursuant to Section 173 of the Companies Act, 1956, relating to the Special Business to be transacted at
the meeting is annexed hereto.
3. As required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the relevant details of Shri Venugopal N.
Dhoot and Dr. Devi Singh, Directors retiring by rotation and seeking re-appointment under Item Nos. 3 and 4 of the Notice, in
accordance with applicable provisions of the Articles of Association of the Company, are annexed. The tenures of Shri Venugopal N.
Dhoot and Dr. Devi Singh are for a period of three years each w.e.f. 20th December, 2007 and 7th January 2008 respectively i.e. date of
their appointment or until further orders from the Ministry of Power, whichever event occurs earlier.
4. The Register of Members and Share Transfer Books of the Company will remain closed from August 26, 2010 to September 8, 2010
(both days inclusive). The final dividend on equity shares, as recommended by the Board of Directors, subject to the provisions
of Section 206A of the Companies Act, 1956, if approved by the members at the Annual General Meeting, will be paid on or after
September 15, 2010 to the Members or their mandates whose names appear on the Company’s Register of Members on September
8, 2010 in respect of physical shares. In respect of Dematerialised shares, the dividend will be payable to the “beneficial owners”
of the shares whose name appear in the Statement of Beneficial Ownership furnished by National Securities Depository Limited
and Central Depository Services (India) Limited at the close of business hours on August 25, 2010.