AI assistant
TANFAC Industries Ltd. — Proxy Solicitation & Information Statement 2022
May 6, 2022
61879_rns_2022-05-06_b214b2a0-c80c-4ff5-bf30-bcff84a229b1.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [92 x 79] intentionally omitted <==
TANFAC INDUSTRIES LIMITED
Plot 14, SIPCOT Industrial Complex, Cuddalore – 607005, Tamil Nadu, INDIA Phone: + 91 4142 239001 to 239005, Fax: +91 4142 239008 Email: [email protected] | Website: www.tanfac.com CIN: L24117TN1972PLC006271 GST. NO : 33AAACT2591A1ZU
==> picture [89 x 74] intentionally omitted <==
SECY/S.E./L.A./2022-23 06[th] May, 2022
BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers, Dalal Street Mumbai 400 001. Tel.: 2272 1233/34 Fax: 22721919
Scrip Code: 506854
Dear Sir,
Sub: Intimation of Postal Ballot
We are pleased to inform you that the Board of Directors at their meeting dated 06[th] May, 2022 have approved the Postal Ballot Notice for obtaining the approval of the appointment of Mr. Afzal Harunbhai Malkani (DIN : 07194226) as the Non-Executive and Non-Indenpent Director of the Company by the members of the Company.
This has reference to our communication to the Exchange dated March 11, 2022 intimating the appointment of Mr. Mr. Afzal Harunbhai Malkani as Additional Director of the Company with effect from 11[th] March 2022.
In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015), we enclose the Postal Ballot Notice to be sent to the shareholders of the Company on 7[th] May 2022, seeking their consent.
This is for your kind information.
Thanking You,
for TANFAC INDUSTRIES LIMITED
(N.R. RAVICHANDRAN)
CHIEF FINANCIAL OFFICER
Encl:as above.
Chennai Office: Oxford Centre, 1st Floor, 66, Sir C.P. Ramaswamy Road, Alwarpet, Chennai 600 018, India. Tel.: +91-44-2499 0451/0561/0464 Fax : +91-44-2499 3583
==> picture [109 x 64] intentionally omitted <==
POSTAL BALLOT NOTICE
(PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014)
To
THE MEMBERS OF TANFAC INDUSTRIES LIMITED
NOTICE is hereby given to the Members of TANFAC Industries Limited (the “Company”) pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 (the “Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Secretarial Standard - 2 on General Meeting (the “SS-2”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”), for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021 and 20/2021 dated 8th December, 2021 (collectively “MCA Circulars”) in view of the current circumstances prevailing due to COVID-19 pandemic and in furtherance to the above said MCA Circulars, the Company will send Postal Ballot Notice only by email to all its shareholders who have registered their email addresses with the Company / Registrar and Share Transfer Agent (“RTA”) or Depository / Depository Participants and the communication of assent / dissent of the Members will take place only through the remote e-voting system to transact the special business, set out in this notice, as Special resolution. This Postal Ballot process is accordingly being initiated in compliance with the above-mentioned MCA Circulars.
The proposed resolutions and explanatory statement pertaining to the said resolution, pursuant to Section 102 of the Companies Act, 2013, setting out the information and material facts, is appended herewith for your consideration. Pursuant to rule 22(5) of the Rules, the Board of Directors of the Company at its meeting held on Friday, 06[th] May, 2022 has appointed Ms.Kalyani Srinivasan (Membership No.5854 and CoP No.6047), Practicing Company Secretary, Chennai, as the scrutinizer (“Scrutinizer”) for conducting the postal ballot through e-voting process in a fair and transparent manner.
In compliance with the provisions of Section 108, 110 of the Companies Act, 2013 and other applicable provisions, if any, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended from time to time the Company has also extended e-voting facility to its members. The facility of casting the votes by the members using an electronic voting system will be provided by Central Depository Services (India) Ltd ('CDSL'). The e- voting facility is available from Monday, 09[th] May, 2022 (09:00 A.M.) till Tuesday, 07[th] June,
________________ Postal Ballot -2022-23 1Secretarial
==> picture [109 x 64] intentionally omitted <==
2022 (05:00 P.M.). For e-voting, please read the “process/instructions for e-voting” carefully enumerated in the notes to this notice.
The notice of the postal ballot has also been uploaded on the Company’s website at www.tanfac.com under the ‘Investors Section’. The Scrutinizer, after completion of the scrutiny, will submit her report to the Company latest by Tuesday, 07[th] June, 2022. The result of the postal ballot will be announced on the same day i.e., Tuesday, 07[th] June, 2022 and displayed at the Company’s website www.tanfac.comandwill also be communicated to the Bombay Stock Exchange and the CDSL.
SPECIAL BUSINESS:
Item No.: 1 Approving the appointment of Mr. Afzal Harunbhai Malkani (DIN : 07194226) as a Director of the Company.
To consider and, if thought fit, to pass the following resolution as Special Resolution:
RESOLVED THAT subject to the provisions of Sections 152, 160, 161 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (as amended from time to time) and as recommended by the Nomination and Remuneration Committee and the Board of Directors of the Company, consent of the Company be and is hereby accorded for the appointment of Mr. Afzal Harunbhai Malkani (DIN : 07194226) as Non-Executive and Non-Independent Director of the Company, liable to retire by rotation, effective 11[th] March 2022.
RESOLVED FURTHER THAT any of the Directors or the Key Managerial Personnel of the Company, be and are hereby authorised to do all acts, deeds, matters and thinks as may be necessary, proper or expedient to give effect to this resolution.
By order of the Board
For Tanfac Industries Limited
(R.Lilly) Chairperson
________________ Postal Ballot -2022-23 2Secretarial
==> picture [109 x 64] intentionally omitted <==
NOTES:
-
An explanatory statement pursuant to Section 102 of the Companies Act, 2013 setting out all material facts and reasons for the aforesaid special business is annexed hereto, which forms part of this Postal ballot notice for your consideration.
-
In compliance with the MCA Circulars, the Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants and whose names appear in the register of members / list of beneficial owners as on the Cut-off date i.e., Friday,29[th] April, 2022. As per the MCA Circulars and on account of the threats posed by the COVID-19 pandemic, physical copies of the Notice, Postal Ballot Forms and pre-paid business reply envelopes are not being sent to the members for this Postal Ballot. For receiving copy of postal ballot notice, members who have not yet registered their email addresses are requested to get their email addresses registered with Integrated Registry Management Services Private Ltd, Registrar and Transfer Agent of the Company.
-
The Notice shall also be uploaded on the website of the Company at www.tanfac.com andon the website of BSE Limited at www.bseindia.com. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this Notice.
-
Only a member holding equity share(s) as of the cut-off date is entitled to exercise his/her/its vote through e-voting and the voting rights of the Members shall be reckoned in proportion to their shares of the paid-up equity share capital as on Cut-off date i.e., Friday, 29[th] April, 2022, being the ‘Cut-off date’ fixed for this purpose.
-
The Board of Directors have appointed Ms.Kalyani Srinivasan (Membership no.5854 and CoP No.6047), Practicing Company Secretaries, Chennai, as the Scrutinizer to conduct the postal ballot process in a fair and transparent manner.
-
Members can cast their vote online from Monday, 09[th] May, 2022 (09:00 A.M.) till Tuesday, 07[th] June, 2022 (05:00 P.M.). The e-voting module shall be disabled by CDSL thereafter and no voting shall be allowed beyond 05:00 P.M. onTuesday, 07[th] June, 2022.
-
All documents referred to in this Postal Ballot Notice shall be available for inspection electronically until the last date of e-voting i.e. Tuesday, 07[th] June, 2022. Members seeking to inspect such documents can send an email to [email protected].
________________ Postal Ballot -2022-23 3Secretarial
==> picture [109 x 64] intentionally omitted <==
-
To comply with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI Listing Regulations, SS-2 and MCA Circulars, the Members are provided with the facility to cast their vote electronically through remote e-voting services of CDSL. Instructions for remote e-voting are provided in the Notice.
-
Members who have not registered their e-mail addresses so far are requested to register their e-mail address with the Company / Depository Participant(s) for receiving all communication from the Company electronically.Instructions for the process to be followed for e-voting are annexed to this Postal Ballot Notice.
-
A Member cannot exercise his/her vote by proxy on Postal Ballot.
-
Institutional investors are encouraged to vote on the Postal Ballot. Corporate Members are required to send a scanned copy (PDF/JPG Format) of the Authority Letter authorising its representatives to vote for the postal ballot on its behalf. The said Authority Letter shall be sent to the Scrutiniser by email through its registered email address to '[email protected]' with a copy marked to CDSL on [email protected]
-
The resolution, if approved, shall be deemed to have been passed on the last date of voting, i.e., Tuesday, 07[th] June, 2022. Relevant documents referred to in this Postal Ballot Notice and the Explanatory Statement, resolutions of the Board of Directors and the Nomination and Remuneration Committee, Memorandum and Articles of Association of the Company are available for inspection by the Members at the Company’s Registered Office on all working days during normal business hours from the date of despatch of this Postal Ballot Notice and up to the date of closure of Postal Ballot. Members may also write to [email protected] for inspection of the relevant document.
13. PROCEDURE / INSTRUCTIONS FOR E-VOTING
The instructions for members for e-voting are as under:
-
i) The voting period begins on Monday, 09[th] May, 2022 (09:00 A.M.) and ends on Tuesday, 07[th] June, 2022 (05:00 P.M.). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, 29[th] April, 2022 (Record Date for this purpose) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
-
ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India
________________ Postal Ballot -2022-23 4Secretarial
==> picture [109 x 64] intentionally omitted <==
(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.
- 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 SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:
==> picture [402 x 170] intentionally omitted <==
----- Start of picture text -----
Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can
login through their existing user id and password. Option will
Individual
be made available to reach e-Voting page without any further
Shareholders
authentication. The URL for users to login to Easi / Easiest
holding
arehttps://web.cdslindia.com/myeasi/home/login or visit
securities in
www.cdslindia.com and click on Login icon and select New
Demat mode
System Myeasi.
with CDSL
2) After successful login the Easi / Easiest user will be able to see
----- End of picture text -----
________________ Postal Ballot -2022-23 5Secretarial
==> picture [109 x 64] intentionally omitted <==
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 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/EasiRegistration
==> picture [308 x 116] intentionally omitted <==
----- Start of picture text -----
||||
|---|---|---|
|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. 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.|
----- End of picture text -----
==> picture [402 x 286] intentionally omitted <==
----- Start of picture text -----
1) If you are already registered for NSDL IDeAS facility, please
visit the e-Services website of NSDL. Open web browser by
Individual
typing the following URL: https://eservices.nsdl.com either on
Shareholders
a Personal Computer or on a mobile. Once the home page of e-
holding
Services is launched, click on the “Beneficial Owner” icon
securities in
under “Login” which is available under ‘IDeAS’ section. A
demat mode
new screen will open. You will have to enter your User ID and
with NSDL
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.
2) If the user is 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
----- End of picture text -----
________________ Postal Ballot -2022-23 6Secretarial
==> picture [109 x 64] intentionally omitted <==
==> picture [402 x 385] intentionally omitted <==
----- Start of picture text -----
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.
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 can see e-Voting feature. Click on company name or e-
Depository Voting service provider name and you will be redirected to
Participants e-Voting service provider website for casting your vote
during the remote e-Voting period.
----- 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.
________________ Postal Ballot -2022-23 7Secretarial
==> picture [109 x 64] intentionally omitted <==
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 022- 23058738 and 22-23058542-43. |
|
| Individual Shareholders holding securities in Demat mode withNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
(i) Login method for e-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
-
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:
==> picture [433 x 129] intentionally omitted <==
----- Start of picture text -----
For Shareholders holding shares in Demat Form other than individuall and
Physical Form
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 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
----- End of picture text -----*
________________ Postal Ballot -2022-23 8Secretarial
==> picture [109 x 64] intentionally omitted <==
| Bank Details OR Date of Birth (DOB) |
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 as mentioned in instruction (v). |
|---|---|
-
(ii) After entering these details appropriately, click on “SUBMIT” tab.
-
(iii) 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 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.
-
(iv) For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.
-
(v) Click on the EVSN for TANFAC INDUSTRIES LIMITED on which you choose to vote.
-
(vi) 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.
-
(vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
-
(viii) 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.
-
(ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
-
(x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
-
(xi) 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.
(xii) Facility for Non – Individual Shareholders and Custodians –Remote Voting
________________ Postal Ballot -2022-23 9Secretarial
==> picture [109 x 64] intentionally omitted <==
-
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 should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
-
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.
-
Alternatively,Non-Individual shareholders are required 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 and to the Company at the email address viz; [email protected] (designated email address by company), 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.
-
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, [email protected]. Members who hold shares in physical form and who have not updated KYC details, may contact RTA at their below mentioned address : Integrated Registry Management Services Private Limited, 2nd Floor, Kences Towers, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017. Phone : 044-28140801 to 28140803 Fax : 044- 28142479 Email : [email protected]
-
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
-
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Votingthrough Depository.
If you have any queries or issues regarding e-voting process, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.
________________ Postal Ballot -2022-23 10Secretarial
==> picture [109 x 64] intentionally omitted <==
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, 25th 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 022-23058542/43.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“THE ACT”) SETTING OUT ALL MATERIAL FACTS
The Board of Directors, on the recommendation of Nomination and Remuneration Committee appointed Mr. Afzal Harunbhai Malkani (DIN : 07194226) aged 43 years, as an Additional Director and Non-Executive and Non Independent Director of the Company, with effect from 11[th] March 2022 under Section 152, 160 and 161 of the Companies Act, 2013 (“the Act”) liable to retire by rotation.
Pursuant to amendment (effective from January 1, 2022) to Regulation 17(1C) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Mr. Afzal Harunbhai Malkanishall hold office up to the date of next Annual General Meeting or for a period of three months from the date of appointment, whichever is earlier.
Mr. Afzal Malkani is a qualified as a chartered accountant from the Institute of Chartered Accountants of India and holds a bachelor's degree in commerce from South Gujarat University, Surat. He had joined Anupam Rasayan India Limited (a chemical manufacturing entity listed in March 2021 on BSE & NSE) in October 28, 2005 and was appointed as its Chief Financial Officer with effect from December 1, 2014. He has experience in corporate financing, fund raising from banks, financial institutions, private equity, treasury management, business development, mergers & acquisitions and has been heading the accounts, finance, debt management, investor relations etc. He had led the IPO of size INR 760 crores of Anupam Rasayan India Limited in 2020-21.
Mr. Afzal Harunbhai Malkaniis not inter-se related with any other Director or Key Managerial Personnel of the Company and Mr. Afzal Harunbhai Malkanidoes not hold any share in the Company.
The disclosure required under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings (“SS-2”) is provided at Annexure A of this Notice. The Company has also received notice from a Member under Section 160 of the Companies Act, 2013 proposing his candidature for appointment as a Director.
The Board of Directors based on the recommendation of the Nomination and Remuneration Committee considers the appointment of Mr. Afzal Harunbhai Malkani as Director in the interest of the Company and recommends the Specialresolution as set out in the Notice for approval of Members.
None of the Directors or Key Managerial Personnel or their relatives, except Mr. Afzal Harunbhai Malkani, are in any way concerned or interested in the proposed resolution as set out in the Notice.By Order of the Board
For Tanfac Industries Limited
(R.Lilly)
________________ Postal Ballot -2022-23 11Secretarial
==> picture [109 x 64] intentionally omitted <==
Registered Office:14, SIPCOT Industrial Complex,Chairperson Kudikadu, Cuddalore 607005
Tel: 91 4142 239001 Fax: 91 4142 239005 Date : 06[th] May 2022
Place : Cuddalore
Annexure A to the Notice dated 06th May, 2022
Particulars of the Director seeking re-appointment pursuant to Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 (SS-2).
==> picture [428 x 346] intentionally omitted <==
----- Start of picture text -----
Name Mr. Afzal Harunbhai Malkani
(DIN: 07194226)
Age 43 years
Date of Appointment/ Re- 11 [th] March 2022
appointment
Brief Resume - Chartered Accountant, B.Com, South Gujarat
Qualification University, Surat
Expertise in Specific Mr.Afzal Malkani (DIN: 07194226) had joined
Functional Areas Anupam Rasayan India Limited (a chemical
manufacturing entity listed in March 2021 on BSE
& NSE) in October 28, 2005 and was appointed as
its Chief Financial Officer with effect from
December 1, 2014. He has experience in corporate
financing, fund raising from banks, financial
institutions, private equity, treasury management,
business development, mergers & acquisitions and
has been heading the accounts, finance, debt
management, investor relations etc. He had led the
IPO of size INR 760 crores of Anupam Rasayan
India Limited in 2020-21.
Other Directorships in Nil
Listed Companies
----- End of picture text -----
________________ Postal Ballot -2022-23 12Secretarial
==> picture [109 x 64] intentionally omitted <==
==> picture [428 x 243] intentionally omitted <==
----- Start of picture text -----
Memberships / TANFAC Industries Limited
Chairmanships of
Audit Committee -
Committees in Listed
Companies Nomination & Remuneration Committee
Corporate Social Responsibility Committee
Other Companies:
Nil
Disclosure of relationship He is not related to any of the Director or Key
Managerial Personnel of the Company
Shareholding in the Nil
Company
Number of Board Nil as he’s appointed in the Board Meeting
Meetings Attended dated 11th March 2022
----- End of picture text -----
Note: Pursuant to SEBI (LODR) Regulations, 2016, only two Committees viz., Audit Committee and Stakeholders’ Relationship Committee are considered.
For Tanfac Industries Limited
(R.Lilly)
Chairperson
Place: Chennai Dated: 06[th] May 2022 Regd. Office: 14, SIPCOT Industrial Complex, Kudikadu Cuddalore 607 005 Tel: 91 4142 239001 Fax: 91 4142 239005
________________ Postal Ballot -2022-23 13Secretarial