Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Anik Industries Limited Proxy Solicitation & Information Statement 2024

May 25, 2024

59403_rns_2024-05-25_eca2441c-6078-466e-a25a-f8b9b19a618d.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [75 x 53] intentionally omitted <==

ANIK INDUSTRIES LIMITED CIN – L24118MH1976PLC136836 Corporate Office : 2/1, South Tukoganj, Behind High Court, Indore–452 001 (M.P.), India. Phone : 91-731-4018009/8010 /Fax : 91-731-2513285 Email id.: [email protected] Website : www.anikgroup.com

To, National Stock Exchange of India Ltd. BSE Limited “Exchange Plaza”, C-1, Block G, 25[th] Floor, New Trading Ring, Bandra-Kurla Complex, Bandra (E), P.J. Towers, Dalal Street, Fort, Mumbai –400051 Mumbai-400001 Symbol: ANIKINDS Scrip Code: 519383

Date: 25/05/2024

Ref.: Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("Listing Regulations");

Subject: Notice of Postal Ballot

Dear Sir/Ma’am,

This is to intimate that pursuant t o Regulation 30 of the SEBI (Listing Obligatio n s and Disclosure Requirements) Regulations, 2015, pl e ase find enclosed the Notice of Postal Ballot Dat e d 20[th] May, 2024 together with the Explanatory State m ent thereof seeking approval of the shareholders on the following matters through Special Resolution:

  1. To approve the re-appointm e nt of Mr. Ashok Kumar Trivedi (DIN: 003505 0 7) as Whole-time Director of the Company for a period of 3 (Three) years and 3 (Three) m o nths with effect from 01[st] April, 2024;

  2. To approve the keeping of re g isters, returns and books of account etc. at place ot h er than Registered Office of the Company i.e., at the Corporate office of the Company situated at 2/ 1 , South Tukoganj, Behind High Court, Indore ( M .P.) 452001 IN

The aforesaid Notice has been dispatc h ed to the members of the Company on 25[th] May, 2 024, whose names appear on the Register of Members a s on the Cut-off Date i.e. 24[th] May 2024, on the i r registered email addresses.

In continuation of the above, we encl o se herewith Notice of Postal ballot of the Compan y . The same is also hosted on Company's website at www.anikgroup.com.

This above is for your information an d dissemination please.

Thanking you, Yours faithfully, For Anik Industries Limited Sourabh Digitally signed by Sourabh Vishnoi Vishnoi Date: 2024.05.25 15:45:04 +05'30' Sourabh Vishnoi Company Secretary & Compliance Officer

==> picture [75 x 54] intentionally omitted <==

Registered Office: 6 1 0, Tulsiani Chambers, Nariman Point, Mumbai – 400 021 Phone: +91-22-22 8 24851-53-57-59-63, 22886877, Fax: +91-022-22042865

==> picture [75 x 53] intentionally omitted <==

ANIK INDUSTRIES LIMITED

CIN : L24118MH1976PLC136836

Registered Office : 610, Tulsiani Chambers, Nariman Point, Mumbai – 400 021 Phone : +91-22-22824851-53-57-59-63, 22886877, Fax : +91-022-22042865 Email id.: [email protected]; Website: www.anikgroup.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear shareholder(s),

Notice is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Ministry of Corporate Affairs (MCA) vide its General Circular No. 09/2023 dated 25[th] September, 2023, in continuation to this Ministry's General Circular No. 14/2020 dated 08[th] April, 2020, General Circular No. 03/ 2022 dated 05[th] May 2022 and General Circular No. 17/2022 dated 28[th] December, 2022 (hereinafter collectively referred to as “MCA Circulars”) , Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time), to transact the special businesses set out below and proposed to be passed by the members of Company “ Anik Industries Limited” (“Company”), by means of Special Resolutions through Postal Ballot by remote e-voting process (“e-voting”).

In compliance with the Circulars, the Postal Ballot Notice shall be dispatched to all those members whose names appear in the Register of Members and who have registered their email addresses with the Company and/or with the Depositories/Depository Participants as on Friday, 24[th] May, 2024 ("Cut-off Date") . The communication of assent / dissent of the members will take place through the e-voting system only. For voting through e- voting system shareholders are requested to read the instructions in the Notes of this Notice.

Hence, in compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope were not required to be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e-voting system only.

1

The remote e-voting period commences from 9.00 A.M. (IST) on Wednesday, 29[th] May, 2024, and ends at 5.00 P.M. (IST) on Thursday, 27[th] June, 2024.

The Board of Directors of the Company at its meeting held on Monday, 20[th] May, 2024 has appointed Mr. Amit Jain, Proprietor of M/s. Amit Preeti & Associates, Practicing Company Secretary, Indore (Membership No.: F-7859 & COP No.: 24303) , as Scrutinizer for conducting the Postal Ballot process in fair and transparent manner in accordance with the provisions of Companies Act, 2013 and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014.

After completion of scrutiny of the votes cast, Scrutinizer will submit his report to the Chairman of the Company or any other person authorized by the Chairman, and result of the e-voting by Postal Ballot will be announced on or before Saturday, 29[th] June, 2024.

The said Result along with the Scrutinizer's Report shall be uploaded on the Company's website www.anikgroup.com and on the website of CDSL www.evotingindia.com . The result will also be communicated to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), where the Equity Shares of the Company are listed.

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 pertaining to the said Resolution, setting out material facts and the reasons for the Resolutions, is also annexed. You are requested to peruse the proposed Resolutions, along with the Explanatory Statement, and thereafter record your assent or dissent by means of e-voting facility only provided by the Company.

ITEMS OF BUSINESS REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT: (SPECIAL BUSINESS)

1. TO APPROVE THE RE-APPOINTMENT OF MR. ASHOK KUMAR TRIVEDI (DIN: 00350507) AS WHOLE-TIME DIRECTOR OF THE COMPANY

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 the Section 164, 196, 197 and 203 read with Schedule V of the Companies Act, 2013 and other applicable provisions, if any 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) and applicable clauses of the Article of Association and as per the recommendation of the Nomination & Remuneration Committee and as per the approval of Board of Directors in their Meeting held on Friday, 29[th] March, 2024, the approval of the

2

Members of the Company be and is hereby accorded for re-appointment of Mr. Ashok Kumar Trivedi (DIN- 00350507), as a Whole-time Director of the Company for a period of 3 (Three) years and 3 (Three) months with effect from 01[st] April, 2024 on the terms and conditions as set out hereunder with the liberty to Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee which the Board may constitute to exercise its powers, including the powers conferred by this resolution) to alter and vary the terms and conditions of the said appointment and/or remuneration within the parameters of the applicable laws or any amendments thereto;

Tenure : 3 years and 3 months with effect from 01[st] April, 2024 Remuneration : NIL. Leaves : As per the policy of the Company. Sitting Fees : Mr. Ashok Kumar Trivedi, shall not be entitled to any sitting fees.

RESOLVED FURTHER THAT pursuant to section 196(3) read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), consent of the Members of the Company be and is hereby also accorded for holding of office of Whole-time Director by Ashok Kumar Trivedi (DIN- 00350507) who will attain the age of 70 (Seventy) years during his tenure.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as in its absolute discretion, it may consider necessary, expedient or desirable, and to settle any question, or doubt that may arise in relation thereto and in order to give effect to the foregoing resolution or as may be otherwise considered by it to be in the best interest of the Company;

RESOLVED FURTHER THAT The Board of directors and/or Company Secretary of the Company be and are hereby severally authorized to file necessary forms with the Registrar of Companies, Maharashtra & to do all such acts, deeds, things required for the aforesaid purpose.”

2. TO APPROVE THE KEEPING OF REGISTERS, RETURNS AND BOOKS OF ACCOUNT ETC. AT PLACE OTHER THAN REGISTERED OFFICE OF THE COMPANY

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :

RESOLVED THAT pursuant to section 94 and 128 of the Companies Act, 2013 read with The Companies (Management and Administration), Rules, 2014 and The Companies (Accounts) Rules, 2014, (including any statutory modification(s) or reenactment thereof, for the time being in force) and applicable clauses of the Article of Association and as per the recommendation of the Board of Directors of the

3

Company, the members of the company be and is hereby approve to keep and maintain the registers under section 88 and copies of the annual return filed under section 92 and books of accounts of the company as prescribed under section 128 of the Companies Act 2013, at the Corporate office of the Company situated at 2/1, South Tukoganj, Behind High Court, Indore (M.P.) 452001 IN;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as in its absolute discretion, it may consider necessary, expedient or desirable, and to settle any question, or doubt that may arise in relation thereto and in order to give effect to the foregoing resolution or as may be otherwise considered by it to be in the best interest of the Company;

RESOLVED FURTHER THAT The Board of directors and/or Company Secretary of the Company be and are hereby severally authorized to file necessary forms with the Registrar of Companies, Maharashtra & to do all such acts, deeds, things required for the aforesaid purpose.”

By order of the Board of Directors

Place: Indore Sourabh Vishnoi Dated: 20[th ] May, 2024 Company Secretary and Compliance Officer M. No.: A-57433

4

NOTES:

  1. An Explanatory Statement pursuant to Sections 102 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014, in respect of business to be transacted as mentioned in the Postal Ballot Notice, and the relevant details of the Director as required by Regulation 36(3) of the Listing Regulations, the Act and Secretarial Standards, is annexed hereto.

  2. In accordance with the provisions of the Act, read with Rules made thereunder and MCA Circulars, the Postal Ballot notice is being sent only by e-mail to those members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, 24[th] May, 2024 (“Cut-off date”) .

  3. The Postal Ballot Notice is also available on the Company’s website www.anikgroup.com and at the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Ltd. at www.bseindia.com and www.nseindia.com respectively. The Notice is also available on the website of CDSL (the agency appointed by the Company for providing the e-voting system) i.e. www.evotingindia.com.

  4. Members holding shares in electronic/demat mode and who have not get their e-mail addresses updated with the Depository Participants are requested to update their e- mail address and any changes therein through their Depository Participants. Members holding shares in physical mode are requested to update their e-mail address and mobile number, by sending e-mail quoting their Folio Number along with scanned copy of PAN (self attested scanned copy) or AADHAR (self attested scanned copy) to our Registrar and Share Transfer Agent, viz., Sarthak Global Limited at [email protected], and mark cc to Company: [email protected].

  5. In accordance with the provisions of the MCA Circulars, members can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

  6. The remote e-voting period commences from 9.00 A.M. (IST) on Wednesday, 29[th] May, 2024, and ends at 5.00 P.M. (IST) on Thursday, 27[th] June, 2024 . The remote e-voting shall not be allowed beyond the said date and time.

  7. The voting rights of the Shareholders shall be in proportion to their shares in the total paid-up equity share capital of the Company, as on the cut-off date. A person who is not a shareholder on the relevant date should treat this notice for information purposes only.

5

  1. Resolution passed by Members with requisite majority through remote e-voting are deemed to be passed on Thursday, 27[th] June, 2024 i.e. the last date specified for receipt of votes through remote e-voting as if they have been passed at a General Meeting of the Members.

  2. In compliance with the provisions of Sections 108 and 110 of the Act and the Rules made thereunder, the Company has provided the facility to Members to exercise their votes electronically and to vote on resolution through the remote e-voting facility arranged by CDSL. The instructions for remote e-voting are annexed to this Notice.

  3. The Board of Directors of the Company at its meeting held on Monday, 20[th] May, 2024 has appointed Mr. Amit Jain, Proprietor of M/s. Amit Preeti & Associates, Practicing Company Secretary, Indore (Membership No.: F-7859 & COP No.: 24303) , as Scrutinizer for conducting the Postal Ballot process in fair and transparent manner in accordance with the provisions of Companies Act, 2013 and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014.

  4. After completion of scrutiny of the votes cast, Scrutinizer will submit his report to the Chairman of the Company or any other person authorized by the Chairman, and result of the e-voting by Postal Ballot will be announced on or before Saturday, 29[th] June, 2024.

  5. The said Result along with the Scrutinizer's Report shall be uploaded on the Company's website www.anikgroup.com and on the website of CDSL www.evotingindia.com . The result will also be communicated to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), where the Equity Shares of the Company are listed.

  6. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e- voting process. Members seeking to inspect such documents can send an email to [email protected].

  7. The Company has designated Mr. Sourabh Vishnoi, Company Secretary of the Company as the person responsible for the entire voting process.

Members may contact Mr. Sourabh Vishnoi, Company Secretary, for any grievances connected with electronic means at [email protected], Tel. # 07314018009/10/91.

6

15. The details of the process and manner for remote e-voting are explained herein below:

  • (i) The voting through electronic means will commence on 9.00 A.M. (IST) on Wednesday, 29[th] May, 2024, and ends at 5.00 P.M. (IST) on Thursday, 27[th] June, 2024 . The Members will not be able to cast their vote electronically beyond the date and time mentioned above and the e-voting module shall be disabled by CDSL for voting thereafter. The Shareholders as on the cut-off date, i.e. Friday, 24[th] May, 2024 may cast their vote.

  • (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user Ids and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode .

  • (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type
of
shareholders
Login Method

7

==> picture [398 x 647] intentionally omitted <==

----- Start of picture text -----

1) Users who have opted for CDSL Easi / Easiest facility, can
Individual login through their existing user id and password. Option will
Shareholders be made available to reach e-Voting page without any further
holding authentication. The URL for users to login to Easi / Easiest are
securities in https://web.cdslindia.com/myeasi/home/login or visit
Demat mode www.cdslindia.com and click on Login icon and select New
with CDSL System Myeasi.
Depository
2) After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the e-voting
is in progress as per the information provided by company. On
clicking the e-voting option, the user will be able to see e-
Voting page of the e-Voting service provider for casting your
vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting. Additionally, there is
also links provided to access the system of all e-Voting
Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME,
so that the user can visit the e-Voting service providers’
website directly.
3) If the user is not registered for Easi/Easiest, option to register
is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistratio
n
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-
Voting link available on www.cdslindia.com home page or
click on https://evoting.cdslindia.com/Evoting/EvotingLogin.
The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the Demat Account.
After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to
directly access the system of all e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please
Individual visit the e-Services website of NSDL. Open web browser by
Shareholders typing the following URL: https://eservices.nsdl.com either on
holding a Personal Computer or on a mobile. Once the home page of e-
securities in Services is launched, click on the “Beneficial Owner” icon
demat mode under “Login” which is available under ‘IDeAS’ section. A
with NSDL new screen will open. You will have to enter your User ID and
Depository Password. After successful authentication, you will be able to
see e-Voting services. Click on “Access to e-Voting” under e-
Voting services and you will be able to see e-Voting page.
Click on company name or e-Voting service provider name
and you will be re-directed to e-Voting service provider
website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com. Select
----- End of picture text -----

8

==> picture [398 x 382] intentionally omitted <==

----- Start of picture text -----

“Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section. A
new screen will open. You will have to enter your User ID (i.e.
your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page.
Click on company name or e-Voting service provider name
and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
Individual You can also login using the login credentials of your demat
Shareholders account through your Depository Participant registered with
(holding NSDL/CDSL for e-Voting facility. After Successful login,
securities in you will be able to see e-Voting option. Once you click on e-
demat mode) Voting option, you will be redirected to NSDL/CDSL
login through Depository site after successful authentication, wherein you
their Depository can see e-Voting feature. Click on company name or e-Voting
Participants service provider name and you will be redirected to e-Voting
(DP) service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting
during the meeting.
----- End of picture text -----

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders
holding
securities
in
Demat mode withCDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected]
or contact at toll
free no. 1800 22 55 33
Individual Shareholders
holding
securities
in
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected]
or call at : 022 - 4886 7000 and

9

Demat mode with NSDL 022 - 2499 7000

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (iv) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual
shareholders holding shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as
physical shareholders)
 Shareholders who have not updated their PAN with the
Company/Depository Participant are requested to use the
sequence
number
sent
by
Company/RTA
or
contact
Company/RTA.
Dividend
Bank Details
OR
Date of Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
format) as recorded in your demat account or in the company
records in order to login.
 If both the details are not recorded with the depository or
company, please enter the member id / folio number in the
Dividend Bank details field.
  • (v) After entering these details appropriately, click on “ SUBMIT ” tab.

  • (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘ Password Creation’ menu wherein they are required to

10

mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (viii) Click on the EVSN for the relevant “ANIK INDUSTRIES LIMITED” on which you choose to vote.

  • (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xi) After selecting the resolution, you have decided to vote on, click on “ SUBMIT” . A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvi) Additional Facility for Non – Individual Shareholders and Custodians:

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

11

  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer through email at [email protected] with a copy marked to [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES

  • A. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id at [email protected] or [email protected] respectively.

  • B. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

  • C. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e- Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 1800225533.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 1800225533.

12

ANNEXURE TO THE NOTICE

Explanatory Statement as required under section 102 of the Companies Act, 2013

ITEM NO. 1:

Based on the recommendation of the Nomination & Remuneration Committee (NRC), The Board of directors re-appointed Mr. Ashok Kumar Trivedi (DIN- 00350507) as whole-time director of the Company for a period of 3 (Three) years and 3 (Three) months with effect from 01[st] April, 2024 subject to the approval of the members in General Meeting. Mr. Ashok Kumar Trivedi (DIN- 00350507) has decided to provide his services on honorary basis.

The resolution needs the approval of the members in terms of sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force) for the re-appointment of Mr. Ashok Kumar Trivedi (DIN- 00350507) as a Whole-time Director of the Company on the terms and conditions as mentioned in resolution.

Mr. Ashok Kumar Trivedi will also attain the age of 70 years during his tenure, therefore the consent of the members by way of special resolution also required under the provisions of Section 196 (3) (a) of the Companies Act, 2013. Mr. Ashok Kumar Trivedi has been serving as a Director of the Company since 1989. He has been actively involved in the operations of the Company and has more than 38 years of experience in Edible Oil Industry & Solvent Extraction Industry & liasioning at various levels. It would be in the interest of the Company to continue the employment of Mr. Ashok Kumar Trivedi as Whole-Time Director of the Company.

Mr. Ashok Kumar Trivedi is not a Director in any other listed company and also does not hold membership of committees of the Board of any other listed Company. Mr. Ashok Kumar Trivedi is not related to any director or key managerial personnel of the Company and does not hold any shares in the Company as on date. He was appointed on the Board of the Company on 25.01.1989.

As required under Regulation 36 of the Listing Regulations and Secretarial Standard-2, other requisite information is annexed as Annexure – 1 hereto, and forms a part of this Notice.

The information as required under Schedule V of the Companies Act, 2013, is attached herewith. This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Companies Act, 2013 and regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your directors recommend the resolution at Item No. 1 for approval by the Members by way of a Special Resolution.

Except Mr. Ashok Kumar Trivedi and his relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in anyway concerned or interested, financially or otherwise, in the Resolution set out at Item No. 1 of the Notice.

13

ITEM NO. 2:

Mr. Manish Shahra, Managing Director/Chairman of the Company informs to the board that pursuant to section 94 and 128 of the Companies Act, 2013 read with The Companies (Management and Administration), Rules, 2014 and The Companies (Accounts) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), every company is required to keep and maintain Registers, copies of Returns and Books of accounts of the company at the registered address of the company.

However company can keep and maintain the above mentioned registers, copies of returns and books of accounts at any place other than registered office, where more than one-tenth of the total number of members entered in the register of members reside, with the approval of Members of the Company by passing special resolution in the general meeting of the Company for the smooth functioning of business operations of the company;

In view of the above, as a measure of prompt service and facilitation of convenience to the Members of the Company, it is considered desirable to keep and maintain aforementioned Registers, copies of returns and Books of accounts, etc. at the at the Corporate office of the Company situated at 2/1, South Tukoganj, Behind High Court, Indore (M.P.) 452001 IN.

Your Directors recommend the Resolution at Item No. 2 for approval by the Members by way of a Special Resolution.

None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested financially or otherwise in the Special Resolution set out at Item No. 2 of the Notice.

By order of the Board of Directors

Place: Indore Sourabh Vishnoi Dated: 20[th ] May, 2024 Company Secretary and Compliance Officer M. No.: A-57433

Anik Industries Limited CIN: L24118MH1976PLC136836 Regd. Office: 610, Tulsiani Chambers, Nariman Point, Mumbai (MH), 400021 Phone: +91-22-22821161 Email Id: [email protected] , Website: www.anikgroup.com

14

THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

1. General Information

1. Nature of Industry: The Company is mainly engaged in the business of Trading, Real Estate, Mining and others.

2. Date or expected date of commencement of commercial production: The Company was incorporated on 10/02/1976 and on receipt of Commencement of business Certificate on 10/02/1976; the company had since commenced its business.

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: N.A.

4. Financial performance based on given indicators

(Rs. in Lakhs)
Particulars FY 2022-23 FY 2021-22 FY 2020-21
Standalo
ne
Consolid
ated
Standalo
ne
Consolid
ated
Standalo
ne
Consolid
ated
Financial performance based on given indicators Financial performance based on given indicators Financial performance based on given indicators Financial performance based on given indicators Financial performance based on given indicators Financial performance based on given indicators Financial performance based on given indicators
(Rs. in Lakhs)
Particulars FY 2022-23 FY 2021-22 FY 2020-21
Standalo
ne
Consolid
ated
Standalo
ne
Consolid
ated
Standalo
ne
Consolid
ated
Revenue from
Operations
11810.11 11810.11 24359.61 24359.61 13371.02 13371.02
Profit/(Loss) for the
period (Before Tax)
578.16 579.38 1571.48 1572.20 631.56 624.25
Profit/(Loss) for the
period (After Tax)
507.44 508.47 1002.80 1003.41 456.53 449.23
Earnings Per share
(Rs.10/-each)Basic &
Diluted (in Rs.)

1.83
1.83 3.61 3.62 1.64 1.62

Note: Above amounts are extracted from financial statements of the Company on consolidated and standalone basis (without Joint Operations) for the respective financial year.

5. Foreign investments or collaborations, if any.

The Company has not entered into any material foreign collaboration and no direct capital investment has been made in the Company. Foreign investors, mainly comprising FIIs holders, are investors in the Company on account of past issuances of securities and secondary market purchases.

2. Information about the appointee:

1. Background details: Mr. Ashok Kumar Trivedi has done Master of Arts and he is having more than 38 years of experience in Edible Oil Industry & Solvent Extraction Industry & liasioning at various levels.

2. Past Remuneration:

(Rs. in Lakhs)

Particulars **Mr. Ashok Kumar Trivedi ** **Mr. Ashok Kumar Trivedi **
FY 2022-23 FY 2021-22 FY 2020-21
Salary - - 3.00
Perquisites - - -

15

Commission & Bonus - - -
Total - - 3.00

3. Recognition or awards: NA

4. Job profile and his suitability: Mr. Ashok Kumar Trivedi, Whole-time Director Director and Executive director of the Company. Mr. Ashok Kumar Trivedi has done Master of Arts and he is having more than 38 years of experience in Edible Oil Industry & Solvent Extraction Industry & liasioning at various levels. He has various skills in the field of Business development, spearheading new projects.

5. Remuneration proposed: Nil

6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): NA

  1. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel or other director, if any: Mr. Ashok Kumar Trivedi meets the criteria of a Whole-time Director as prescribed under Schedule V of the Act. No other pecuniary relationship with Company except the post of Wholetime director. He is not related to any other director of the Company.

3. Other information:

1. Reasons of loss or inadequate profits: The trading turnover of the company is decreased by 50% as trading business of Agri & non-agri commodities and Edible oil are badly affected due internationally change in import policies and Financial crises in Sri Lanka, since last few years.

2. Steps taken or proposed to be taken for improvement: The Company is under the good management guidance and control that help continued in achieving the targets of cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.

3. Expected increase in productivity and profits in measurable terms: The Company aim to increase its productivity and achieve good profits in near future.

4. Disclosures:

  1. all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

  2. details of fixed component and performance linked incentives along with the performance criteria;

  3. service contracts, notice period, severance fees; and

  4. Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

The above details shall be accessed in the “Corporate Governance” section to the ‘Annual Report’.

16

{Pursuant to Regulations 36 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standards -2}

==> picture [438 x 458] intentionally omitted <==

----- Start of picture text -----

ITEM NO. 01
PARTICULARS Mr. Ashok Kumar Trivedi
Executive Director/ Whole-time Director
Directors Identification Number (DIN) 00350507
Date of Birth 07.06.1955
Age 69 years
Original Date of Appointment 25.01.1989
Qualification MA
Expertise / Experience in specific
functional areas and Skills and He has done Master of Arts and he is having more than 38
capabilities required for the role and the years of experience in Edible Oil Industry & Solvent
manner in which the proposed person Extraction Industry & liasioning at various levels
meets such requirements
Terms and conditions of appointment or As provided in the resolution at Item No. 01of this Notice
re-appointment of Postal ballot
The remuneration proposed to be paid Nil
The remuneration last drawn by such As provided in “The statement containing additional
person information as required under Schedule V of the
Companies Act, 2013”
Relationship with other directors None
Directorship held in other Companies 1.Anik Industries Limited
including Listed Companies (excluding 2.Avantika Farms Private Limited
Section 8 Companies) along with listed 3. Aerato Infotech Private Limited (Resign: 27/01/2021)
entities from which the person has 4.Anik Aluminium Private Limited (Strike off)
resigned in the past three years 5.Neha Resorts and Hotels Private Limited
6.Anik Energy Private Limited (Strike off)
7.Samvat Infotech Private Limited (Strike off)
8.Deepti Properties Private Limited
9.Anik Ferro-Alloys Private Limited
Chairmanship /Membership of
Committees of Board of Director of
Member in Audit Committee of the Anik Industries
Companies (includes only Audit
Limited
Committee and Stakeholder Relationship
Committee)
No. & % of Equity Shares held in the
Company as on 31.03.2024, including Nil
shareholding as a beneficial owner
Number of Meetings of the Board Held Attended
attended during the year 7 7
----- End of picture text -----

  • As per disclosures received from Directors.

By order of the Board of Directors

Place : Indore Sourabh Vishnoi Dated : 20[th] May, 2024 Company Secretary and Compliance Officer M. No.: A-57433

17