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

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RURAL ELECTRIFICATION CORPORATION LIMITED<br />

5. Corporate Members are requested to send a duly certified copy of the Board Resolution / Power of Attorney authorizing their<br />

representative to attend and vote on their behalf at the Annual General Meeting.<br />

6. Members are requested to:-<br />

a. note that copies of Annual Report will not be distributed at the Annual General Meeting and they will have to bring their<br />

copies of Annual Report;<br />

b. deliver duly completed and signed Attendance Slip at the entrance of the meeting venue as entry to the Auditorium will be<br />

strictly on the basis of the Entry Slip available at the counters at the venue to be exchanged with the Attendance Slip;<br />

c. quote their Folio / Client ID & DP ID Nos. in all correspondence;<br />

d. note that due to security reasons brief cases, eatables and other belongings are not allowed inside the Auditorium; and<br />

e. note that no gifts / coupons will be distributed at the Annual General Meeting.<br />

7. Members are advised to submit their Electronic Clearing System (ECS) mandates, to enable the Company to make remittance by<br />

means of ECS. Those holding shares in physical form may obtain and send the ECS mandate form to Registrar and Share Transfer<br />

Agent (R & TA) of the Company i.e. Karvy Computershare Private Limited, at Plot No. 17- 24, Vittalrao Nagar, Madhapur, Hyderabad<br />

- 500 081, India. Those holding shares in Electronic Form may obtain and send the ECS Mandate Form directly to their Depository<br />

Participant (DP). Those who have already furnished the ECS Mandate Form to the Company /Registrar and Share Transfer Agent / DP<br />

with complete details need not send it again.<br />

The Members who do not wish to opt for ECS facility may please mail their bankers’ name, branch address and account number to<br />

Karvy Computershare Private Limited, Registrar and Share Transfer Agent of the Company to enable them to print these details on<br />

the dividend warrant.<br />

8. Members are requested to send all correspondence concerning registration of transfers, transmissions, subdivision, consolidation of<br />

shares or any other shares related matter and / or change in address and bank account, to Karvy Computershare Private Limited,<br />

Registrar and Share Transfer Agent of the Company.<br />

9. Pursuant to Section 205A read with Section 205C of the Companies Act, 1956, the dividend amounts which remain unpaid/unclaimed<br />

for a period of seven years, are required to be transferred to the Investors Education & Protection Fund of the Central Government.<br />

After such transfer, there remains no claim of the members whatsoever on the said amount. Therefore, members are advised to<br />

encash their Dividend warrants immediately on receipt.<br />

10. Pursuant to Section 619(2) of Companies Act, 1956, the Auditors of a Government Company are to be appointed or re-appointed by<br />

the Comptroller and Auditor General (C&AG) of India and, in terms of Section 224 (8) (aa) of the Companies Act, 1956, their<br />

remuneration shall be fixed by the company in general meeting or in such manner as the company in general meeting may determine.<br />

In pursuance of the same, C&AG of India had appointed M/s Bansal & Co. and M/s K.G.Somani & Co., Chartered Accountants, as Joint<br />

Statutory Auditors for the financial year 2009-10.<br />

In the 38th Annual General Meeting (AGM) held on 27th September, 2007 the Board of Directors was authorized for fixation of annual<br />

audit fee to the Statutory Auditors on year to year basis as and when the appointment of Statutory Auditors is notified by the C & AG<br />

of India in pursuance of Section 224 (8) (aa) of the Companies Act, 1956. Accordingly, the Board of Directors in their 352nd Meeting<br />

held on 1st September 2009 approved payment of remuneration of Rs. 6,25,000/- (Rupees Six Lakh Twenty Five Thousand Only) for<br />

each of the joint Statutory Auditors plus service tax as applicable, for the financial year 2009-10. Further, the Board also approved<br />

that in addition to the above remuneration, the Statutory Auditors may be paid such actual reasonable traveling allowance and out of<br />

pocket expenses for outstation audit work, as may be decided by CMD/ Director (Finance).<br />

The Auditors for the financial year 2010-11 are yet to be appointed by the C&AG of India. As a better Corporate Governance practice,<br />

it is proposed to obtain approval of the Company in general meeting on year to year basis to fix the remuneration of Auditors from the<br />

financial year 2010-11 onwards. Approval of the Company in general meeting is therefore requested to authorize the Board of<br />

Directors of the Company to fix the remuneration of the Statutory Auditors/ Joint Statutory Auditors of the Company, as it deems fit,<br />

as and when the Auditors are appointed by the C&AG of India for the financial year 2010-11.<br />

11

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