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Asahi Songwon Colors Ltd. — Proxy Solicitation & Information Statement 2026
May 27, 2026
60725_rns_2026-05-27_3d3f8d37-96c0-4496-be23-02d9b5497b7d.pdf
Proxy Solicitation & Information Statement
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Ref: ASCL/SEC/2026-27/12
AsahiSongwon
May 27, 2026
-
To,
The General Manager
Department of Corporate Services
BSE Limited
1st Floor, New Trading Ring
Rotunda Building, P. J. Tower
Dalal Street, Fort
Mumbai – 400 001
BSE Scrip Code: 532853 -
To,
The General Manager (Listing)
National Stock Exchange of India Ltd
5th Floor, Exchange Plaza
Plot No. C/1, G Block
Bandra – Kurla Complex
Bandra (East)
Mumbai – 400 051
NSE Trading Symbol: ASAHISONG
SUB: POSTAL BALLOT NOTICE
REF: REGULATION 30 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Dear Sir/Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, we are enclosing herewith Postal Ballot Notice dated March 31, 2026 for seeking approval of the members of the Company on the following Special Resolution forming part of the Notice:
- Special Resolution for appointment of Mr. Rupesh Chandrakant Shah (DIN: 00277687) as an Independent Director of the Company.
Further, the calendar of events in connection with the Postal Ballot is as under:
| Sr. No. | Particulars | Schedule |
|---|---|---|
| 1. | Cut-off Date for identification of voting rights of the members | Friday, May 22, 2026 |
| 2. | Date and time of commencement of remote e-voting | Saturday, 30th May, 2026 (09.00 a.m.) |
| 3. | Date and time of end of remote e-voting | Sunday, 28th June, 2026 (05.00 p.m.) |
| 4. | Submission of report by the Scrutinizer | On or before Tuesday, 30th June, 2026 |
| 5. | Date of declaration of results of voting | On or before Tuesday, 30th June, 2026 |
Kindly take the above information on your records.
Thanking you,
Yours faithfully,
For, ASAHI SONGWON COLORS LIMITED
JOSEPH SAJI
VARGHESE
JOSEPH SAJI VARGHESE
Company Secretary & Compliance Officer
Asahi Songwon Colors Ltd.
CIN: L24222GJ1990PLC014789
Regd. Office: “Asahi House”, 20, Times Corporate Park, Thaltej – Shilaj Road,
Thaltej, Ahmedabad – 380 059, Gujarat, India.
Tele : 91-79 48239999, 29617815 • Fax : 91-79 6832 5099 • Web Site: www.asahisongwon.com
ISO9001:2015 Registered ISO/QC/AS-C50015002
QMS 004 A MEMBER OF IAF ALA
AsahiSongwon
Asahi Songwon Colors Limited
Regd. Office: "Asahi House", 20, Times Corporate Park, Thaltej – Shilaj Road, Thaltej, Ahmedabad – 380 059, Gujarat
Tel. No.: +91 079 48239999, email: [email protected], www.asahisongwon.com, CIN:L24222GJ1990PLC014789
NOTICE OF POSTAL BALLOT
[Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rule 20 & Rule 22 of the Companies Act, 2013, read with Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014]
| E-VOTING STARTS ON | E-VOTING ENDS ON |
|---|---|
| May 30, 2026 | |
| at 9.00 am (IST) | June 28, 2026 |
| at 5.00 pm (IST) |
Dear Member(s),
Notice is hereby given pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), read together with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules") as amended from time to time and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ('SS-2'), as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs ('MCA') for holding general meetings/ conducting postal ballot process through e-voting vide General Circular No. 20/2020 dated 5th May, 2020, latest amended by General Circular No. 03/2025 dated 22nd September, 2025 issued by the Ministry of Corporate Affairs ("MCA Circulars"), to transact the special businesses as set out hereunder by passing Resolutions by way of postal ballot only by voting through electronic means ("remote e-Voting").
In view of the above referred MCA Circulars, the Company is sending this Postal Ballot Notice ('the Notice') ONLY in electronic form to those Members whose e-mail addresses are registered with the Company / Registrar and Transfer Agent ('RTA')/ Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members will only take place through the remote e-Voting system. The detailed procedure for remote e-voting forms part of the 'Notes' section to this Notice.
Pursuant to Section 102 and Section 110 and other applicable provisions of the Act, the statement pertaining to the Resolutions setting out the material facts and the reasons/ rationale thereof is annexed to the Notice for your consideration and the same forms part of this Notice.
Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company has engaged National Securities Depository Limited ("NSDL") to provide e-voting facility for its Members. The procedure for e-voting is given in Point No. 7 below in the Notes. The E-Voting facility is available at the link www.evoting.nsdl.com from 9:00 A.M. on Saturday, May 30, 2026 up to 5:00 P.M. on Sunday, June 28, 2026. E-Voting module will be blocked by NSDL at 5:00 P.M. on June 28, 2026 and voting shall not be allowed beyond the said date and time.
The Board has, pursuant to Rule 22(5) of the Rules, appointed Mr. Naveen Kumar Mandovara, proprietor M/s. S. Sharda & Associates, Chartered Accountant, Ahmedabad (Membership No. 117422), as the Scrutinizer for conducting the voting process through Postal Ballot / E-Voting in accordance with the law and in a fair and transparent manner.
The Scrutinizer will submit his Report, in writing, upon completion of scrutiny of E-Voting data provided by NSDL, in a fair and transparent manner. The result on the resolution proposed to be passed through Postal Ballot/ E-Voting shall be announced within 2 working days from the closure of e-voting and shall be communicated to BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges") where the equity shares of the Company are listed. The results of the Postal Ballot / E-Voting will also be displayed on the Company's website at https://www.asahisongwon.com and on the website of NSDL at www.evoting.nsdl.com.
The last date of the E- Voting shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.
SPECIAL BUSINESS:
ITEM NO. 1:
To appoint Mr. Rupesh Chandrakant Shah (DIN: 00277687) as an Independent Director of the Company.
To consider and if thought fit, to approve the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV to the Companies Act, 2013 ("the Act") and any other applicable provisions of the Act and the rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof), Mr. Rupesh Chandrakant Shah (DIN: 00277687), who was appointed by the Board of Directors as an Additional Director in the capacity of Independent Director with effect from March 31, 2026, who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of five consecutive years with effect from March 31, 2026 to March 30, 2031.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
Place: Ahmedabad
Date: March 31, 2026
Registered Office:
"Asahi House", 20, Times Corporate Park
Thaltej-Shilaj Road, Thaltej
Ahmedabad – 380059, Gujarat (India)
CIN: L24222GJ1990PLC014789
Phone: +91 079 48239999
Website: www.asahisongwon.com
Email id: [email protected]
By the Order of the Board of Directors
Asahi Songwon Colors Limited
Sd/-
Mrs. Paru M. Jaykrishna
Chairperson and Mg. Director
DIN 00671721
Notes:
-
The approval of shareholders of the Company is solicited by passing special resolution through Postal Ballot / E-Voting for businesses set out in the Notice. This Postal Ballot Notice is being sent to all shareholders, whose names appear in the Register of Members / list of Beneficial Owners as received from the Depositories as on Friday, May 22, 2026 ("Cut-off Date"). Members holding equity shares as on the Cut-off Date can cast their vote using remote e-voting facility only. A person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only.
-
Explanatory Statement setting out all material facts as required under Section 102 of the Act in respect of the aforesaid special businesses is appended.
-
Resolutions, if approved, by the shareholders by means of Postal Ballot / E-Voting is deemed to have been passed at a General Meeting of the shareholders and the last date of the E-Voting shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.
-
In terms of the MCA Circulars and the SEBI Circular, the Postal Ballot Notice is sent electronically to all the shareholders who have registered their email ids with the Company or Depository Participant(s) as on the Cut-off Date and is also available on the website of the Company at www.asahisongwon.com.
-
The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut-off Date are requested to register their e-mail Ids by sending an e-mail to Registrar and Transfer Agent of the Company, i.e., MUFG Intime India Private Limited at [email protected] or to the Company at [email protected] with name of registered shareholder(s), folio number(s)/DP Id/Client Id and No. of equity shares held from the email address they wish to register to enable them to exercise their vote on special businesses as set out in the Postal Ballot Notice through remote e-voting facility provided by NSDL.
-
A Member cannot exercise his / her / its vote by proxy on Postal Ballot / E-Voting.
-
Voting through Electronic Means:
The Company is providing remote e-voting facility to its Members to cast their vote by electronic means through E-Voting Platform of NSDL at the link https://www.evoting.nsdl.com/.
The remote e-Voting period begins on 9:00 A.M (IST) on Saturday, May 30, 2026 and ends at 5:00 P.M. (IST) Sunday, June 28, 2026. The e-voting module shall be disabled by NSDL for voting thereafter. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off Date i.e. May 22, 2026 may cast their vote electronically.
The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below: How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:
Step 1: Access to NSDL e-Voting system.
Step 2: Cast your vote electronically on NSDL e-Voting system.
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
In terms of SEBI circular dated 9th December, 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.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. | 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 i.e. NSDL and you will be redirected to eVoting website of NSDL for casting your vote during the remote eVoting period |
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Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 i.e. NSDL and you will be redirected to eVoting website of NSDL for casting your vote during the remote eVoting period.
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If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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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 eVoting 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 i.e. NSDL and you will be redirected to eVoting website of NSDL for casting your vote during the remote eVoting period.
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Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
NSDL Mobile App is available on |
| Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
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After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting 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. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
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If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login New System My easi Tab and then click on registration option.
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Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a eVoting link available on www.cdslindia.com home page. 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. |
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| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
| 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. NSDL and CDSL. | |
| Login type | Helpdesk details |
| Individual Shareholders holding securities in demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 91 22 48867000 |
| Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
| B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. | |
| How to Log-in to NSDL e-Voting website? | |
| 1. 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. | |
| 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. | |
| 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL. eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. | |
| 4. Your User ID details are given below : | |
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical | Your User ID is: |
| a) For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client ID |
| For example if your DP ID is In300 and Client ID is 12 then your user ID is IN30012. | |
| b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID |
| For example if your Beneficiary ID is 12 then your user ID is 12 | |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company |
| For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 | |
| 5. Password details for shareholders other than Individual shareholders are given below: | |
| a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. | |
| b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. | |
| c) How to retrieve your ‘initial password’? | |
| (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.. | |
| (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered. | |
| 6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: | |
| a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. | |
| b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. | |
| c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc. | |
| d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. | |
| 7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. | |
| 8. Now, you will have to click on “Login” button. | |
| 9. After you click on the “Login” button, Home page of e-Voting will open. |
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Step 2: Cast Your Vote Electronically On NSDL E-Voting System
How to cast your vote electronically on NSDL e-Voting system?
- After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and who's voting cycle.
- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
- Now you are ready for e-Voting as the Voting page opens.
- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
- Upon confirmation, the message "Vote cast successfully" will be displayed.
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote
General Guidelines for shareholders
- Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
- 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 download section of www.evoting.nsdl.com or call on toll free no.: +91 22 48867000 or send a request at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
- In case shares are held in physical mode please provide 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 [email protected].
- In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
- Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
- In terms of SEBI circular dated 9th December, 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
EXPLANATORY STATEMENT
(PURSUANT TO SECTION 102 and 110 OF THE COMPANIES ACT, 2013)
Item No. 1
The Board of Directors on March 31, 2026, upon recommendation of Nomination and Remuneration Committee, appointed Mr. Rupesh Chandrakant Shah (DIN: 00277687) as an Additional Director of the Company in the capacity of Non Executive Independent Director for a term of 5 years i.e. with effect from 31st March, 2026 to 30th March, 2031, subject to approval of the Members of the Company.
In terms of Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") approval of Members for appointment of person on the Board of Directors should be taken at the next General Meeting or within a period of 3 months, whichever is earlier.
Mr. Rupesh Chandrakant Shah is qualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from Mr. Rupesh Chandrakant Shah that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Listing Regulations and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority. The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Mr. Rupesh Chandrakant Shah for the office of Independent Director of the Company.
In the opinion of the Board, Mr. Rupesh Chandrakant Shah fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and Listing Regulations for his appointment as an Independent Director of the Company and is independent of the management.
Nomination and Remuneration Committee reviewed the capabilities of Mr. Rupesh Chandrakant Shah vis a vis the role and capabilities required in the Board based on the evaluation of balance of skills, knowledge and experience of the existing Board and considered appropriate, to recommend the appointment of Mr. Rupesh Chandrakant Shah as an Independent Director, for a term of 5 (Five) consecutive years effective from March 31, 2026.
In the opinion of Nomination and Remuneration Committee and the Board of Directors, Mr. Rupesh Chandrakant Shah possesses appropriate skills, knowledge and expertise required for the efficient functioning of the Company.
In the opinion of the Board, the Company will benefit from his valuable experience, knowledge and expertise required for the efficient functioning of the Company.
In line with the Company's Nomination and Remuneration policy, Mr. Rupesh Chandrakant Shah will be entitled to receive remuneration by way of sitting fees as approved by the Board of Directors, reimbursement of expenses for participation in the Board meetings Details of remuneration paid to independent directors shall be disclosed as part of the Annual Report.
Draft letter of appointment of Mr. Rupesh Chandrakant Shah setting out the terms and conditions of appointment is being made available for inspection by the Members through electronic mode.
Additional information in respect of Mr. Rupesh Chandrakant Shah, pursuant to Listing Regulations and the Secretarial Standards on General Meetings (SS-2) and his brief profile is annexed to this Notice as Annexure.
None of the Directors or Key Managerial Personnel ('KMP') of the Company or their respective relatives, except Mr. Rupesh Chandrakant Shah and his relatives, are concerned or interested, financially or otherwise, in the resolution set out in Item No. 1 of the Notice.
The Board of Directors recommends the special resolution at Item No. 1 of the accompanying Notice proposing the appointment of Mr. Rupesh Chandrakant Shah as an Non Executive Independent Director of the Company, for approval by the Members.
Place: Ahmedabad
Date: March 31, 2026
By the Order of the Board of Directors
Asahi Songwon Colors Limited
Sd/-
Registered Office:
"Asahi House", 20, Times Corporate Park
Thaltej-Shilaj Road, Thaltej
Ahmedabad - 380059, Gujarat (India)
CIN: L24222GJ1990PLC014789
Phone: +91 079 48239999
Website: www.asahisongwon.com
Email id: [email protected]
Mrs. Paru M. Jaykrishna
Chairperson and Mg. Director
DIN 00671721
ANNEXURE TO THE NOTICE:
Details of Director seeking appointment: (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India)
| Name of the Director | Mr. Rupesh Chandrakant Shah |
|---|---|
| Director Identification Number (DIN) | 00277687 |
| Date of Birth and Age | 10/12/1952 |
| Date of first appointment on the Board | March 31, 2026 73 years |
| Qualification | Mr. Rupesh Chandrakant Shah is a Gold Medallist from Gujarat University and holds a degree in Ceramic Engineering from the United States of America. |
| Brief Profile & Experience | Mr. Rupesh Chandrakant Shah possesses over five decades of rich and diverse industrial experience, having been actively engaged in business leadership since 1975. |
| He has demonstrated visionary leadership and strong domain expertise in both the ceramic and food processing industries. Over the years, he has successfully led large-scale manufacturing operations, strengthened quality and process systems, expanded export markets, and driven sustainable growth across international geographies. | |
| His technical acumen, strategic insight and global exposure have enabled organisations under his leadership to establish a strong international presence. His experience in export-oriented manufacturing, operational excellence and industry representation will be of significant value to the Company, particularly in enhancing strategic oversight and international business development in the pigments and chemical sector. | |
| He has also held several distinguished positions in reputed industry bodies, including: | |
| • President, Ahmedabad Pottery Manufacturing Association | |
| • Chairman, Indian Ceramic Society (Gujarat Chapter) | |
| • Former Secretary and President, Gujarat Chamber of Commerce & Industry | |
| • Honorary Member, Advisory Committee of Central Glass & Ceramic Research Institute | |
| Mr. Rupesh Shah has made significant contributions to industrial development and continues to actively support industry and social initiatives. | |
| Expertise in specific functional area | Mr. Rupesh Shah possesses over five decades of rich and diverse industrial experience in both the ceramic and food processing industries. Over the years, he has successfully led large-scale manufacturing operations, strengthened quality and process systems, expanded export markets, and driven sustainable growth across international geographies. |
| Number of Shares held in the Company as beneficial owner (as on date of the postal ballot notice) | Nil |
| Details of remuneration sought to be paid | He shall be entitled to sitting fees for attending meetings of the Board / Committees (as applicable). |
| Remuneration last drawn | Not Applicable being first appointment |
| Number of Board Meetings attended (FY 2025-26) | Not Applicable |
| Directorships in other Companies as on date of postal ballot notice | Unlisted companies: |
| • Sonya Foods Private Limited | |
| Chairman/Member in the Committee of the other companies in which he is Director | Nil |
| Listed Entities from which Director has resigned as Director in past three years | Nil |
| Listed Entities from which Director has resigned as Director in past three years | Nil |