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TCC CONCEPT LIMITED — AGM Information 2024
Sep 8, 2024
62499_rns_2024-09-08_5c00a074-5a4a-448b-bc54-0d672cf1bc25.pdf
AGM Information
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September 8, 2024
To BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400 001 Scrip Code: 512038
Sub.: Intimation and Notice of 39[th] Annual General Meeting.
Dear Sir/Ma’am,
We would like to inform you that the 39[th] Annual General Meeting of the company is scheduled to be held on Monday, the 30[th] day of September, 2024 at 10 A.M. through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”), please find enclosed herewith Notice of 39[th] Annual General Meeting.
Kindly take the same on records.
Thanking You, For TCC Concept Limited
Digitally signed by Umesh Umesh Kumar Sahay Kumar Sahay Date: 2024.09.08 22:56:51 +05'30'
Umesh Kumar Sahay Managing Director DIN: 01733060
TCC Concept Limited
(Formerly known as Aaswa Trading and Exports Limited)
Regd. Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Cont.: +91 86004 61900 Email Id: [email protected] I Website: www.tccltd.in
Notice
Notice of Annual General Meeting
Notice is hereby given that the 39[th] Annual General Meeting of the Members of TCC Concept Limited will be held on Monday, the 30[th] day of September, 2024 at 10:00 a.m. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM) to transact the following business:
ORDINARY BUSINESS
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To consider and adopt (a) the audited standalone financial statement of the Company for the financial year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2024 and the report of Auditors thereon and, in this regard, to consider and if thought fit, to pass with or without modification(s) the following resolutions as Ordinary Resolutions :
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a) “ RESOLVED THAT the audited standalone financial statement of the Company for the financial year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”
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b) “ RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2024 and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”
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To appoint a Director Mr. Abhishek Narbaria (DIN: 01873087), who retires by rotation as a director and in this regard, pass with or without modification(s) the following resolution as an Ordinary Resolution :
" RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder, Mr. Abhishek Narbaria (DIN: 01873087), who retires by rotation at this meeting be and is hereby appointed as a Director of the Company, liable to retire by rotation."
SPECIAL BUSINESS
- To approve Material Related Party Transactions of the Company.
To Consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution :
“ RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 ('Act'), read with Rule framed thereunder (including any amendment(s) or statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable laws / statutory provisions, if any (hereinafter collectively referred to as “Applicable Laws”), and pursuant to the provisions of Regulation 2(1)(zc), 23 and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as amended from time to time, the Company's policy on related party transactions as well as subject to such approval(s), consent(s) and or permission(s) as may be required and based on the recommendation of the Audit Committee, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include the Audit Committee of the Company and any duly authorized committee of Directors constituted / empowered by the Board, from time to time, to exercise its powers conferred by this resolution), for entering into and / or carrying out and / or continuing with existing contracts / arrangements/ transactions or modification(s) of earlier/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with related parties within the meaning of Regulation 2(1)(zb) of the Listing Regulations (“Related Party Transactions”), on such terms and conditions as the Board may decide up to a maximum value and/or total outstanding on any date during the financial year(s) of the Related Party Transaction(s) as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary and as the Board may in its absolute discretion deem necessary, desirable or expedient, including but not limited to finalizing the terms and conditions, methods and modes, finalizing and executing necessary documents, including contracts, schemes, agreements and such other papers, documents as may be required, filing applications and seeking all necessary approvals from relevant authorities (if required) to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise without being required to seek further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT the Board be and is hereby further authorized to delegate all or any of the powers herein conferred to directors(s), committee(s), officer(s) representatives(s) of the Company or to any other person to do all such acts, deeds, matters and things as may be considered necessary or expedient and also to execute
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TCC Concepts Ltd / Annual Report 2023-24
such documents, writings etc. as may be necessary to give effect to this resolution.
RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects.”
- To fix remuneration of Mr. Umesh Kumar Sahay (DIN: 01733060), Managing Director and Chairman 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 Sections 197 and 198, read with Schedule V and the Rules framed thereunder, and other applicable provisions if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”) (including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof for the time being in force), and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory modification(s) or amendment(s) thereof for the time being in force, and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the members of the Company be and is hereby accorded for fixing the remuneration of Mr. Umesh Kumar Sahay (DIN: 01733060), Managing Director of the Company, on such terms and conditions as set out in this resolution and the explanatory statement annexed to this notice.”
“ RESOLVED FURTHER THAT the terms and conditions of remuneration as set out in the Explanatory Statement annexed hereto, which shall be deemed to form part hereof, will continue to be applicable in the event of inadequacy or absence of profits in any year.”
“ RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by this Resolution) be and is hereby authorised to vary and/or revise the remuneration of Mr. Umesh Kumar Sahay (DIN: 01733060) as Managing Director and Chairman within the overall limits under the Act and to take such steps as may be necessary, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”
- To fix remuneration of Mr. Abhishek Narbaria (DIN: 01873087), Non-Executive Non-Independent 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 Sections 197 and 198 read with Schedule V and the Rules framed thereunder, and other applicable provisions if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”) (including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof for the time being in force), and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory modification(s) or amendment(s) thereof for the time being in force, and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the members of the Company be and is hereby accorded for fixing the remuneration of Mr. Abhishek Narbaria (DIN: 01873087), Non-Executive NonIndependent Director of the Company, on such terms and conditions as set out in this resolution and the explanatory statement annexed to this notice.”
“ RESOLVED FURTHER THAT the terms and conditions of remuneration as set out in the Explanatory Statement annexed hereto, which shall be deemed to form part hereof, will continue to be applicable in the event of inadequacy or absence of profits in any year.”
“ RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by this Resolution) be and is hereby authorised to vary and/ or revise the remuneration of Mr. Abhishek Narbaria (DIN: 01873087), Non-Executive Non-Independent Director of the Company within the overall limits under the Act and to take such steps as may be necessary, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”
- To fix remuneration of Mr. Nikhil Dilipbhai Bhuta (DIN: 02111646), Non-Executive Non-Independent 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 Sections 197 and 198 read with Schedule V and the Rules framed thereunder, and other applicable provisions if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”) (including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof for the time being in force), and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory modification(s) or amendment(s) thereof for the time being in force, and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the members of the Company be and is hereby accorded for fixing the remuneration of Mr.
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Notice
Nikhil Dilipbhai Bhuta (DIN: 02111646), Non-Executive NonIndependent Director of the Company, on such terms and conditions as set out in this resolution and the explanatory statement annexed to this notice.”
“ RESOLVED FURTHER THAT the terms and conditions of remuneration as set out in the Explanatory Statement annexed hereto, which shall be deemed to form part hereof, will continue to be applicable in the event of inadequacy or absence of profits in any year.”
“ RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by this Resolution) be and is hereby authorised to vary and/or revise the remuneration of Mr. Nikhil Dilipbhai Bhuta (DIN: 02111646), Non-Executive Non-Independent Director of the Company within the overall limits under the Act and to take such steps as may be necessary, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”
- To Regularise / Appoint Mr. Mangina Srinivas Rao (DIN: 08095079) as an Independent Director of the Company:
To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:
“ RESOLVED THAT pursuant to provisions of Sections 150, 152, 161 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof for the time being in force) and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Mr. Mangina Srinivas Rao (DIN: 08095079), who was appointed as an Additional Independent Director and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company and who hold office for first term of 5 (Five) consecutive years with effect from September 4, 2024 to September 3, 2029 and that he shall not be liable to retire by rotation.”
“ RESOLVED FURTHER THAT any one of the Directors and/ or the Company Secretary, be and are hereby authorised to settle any question, difficulty or doubt, that may arise in giving effect to this Resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”
NOTES:
- Brief Profile of Mr. Abhishek Narbaria (DIN: 01873087) {Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard 2 (SS-2)}
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Description Details
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| Name of the Director | Mr. Abhishek Narbaria |
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| DIN | 01873087 |
| Age | 40 Years |
| Qualification | Master’s degree in IT/ Computer Application. |
| Term of the Proposed Appointment | Non - Executive Non-Independent Director |
| Experience/ Nature of Expertise | Mr. Abhishek Narbaria, qualified as Masters in Computer Science, is a technocrat entrepreneur with over 22 years of experience in developing and shaping organizations in Real Estate, Datacentre Infrastructure and IT & ITes sectors in India. |
| Mr. Abhishek Narbaria, qualified as Masters in Computer Science, is a technocrat entrepreneur with over 22 years of experience in developing and shaping organizations in Real Estate, Datacentre Infrastructure and IT & ITes sectors in India. Mr. Narbaria has co-founded and operated; Elves Technology Pvt. Ltd. (an IT service company which developed SaaS products, namely “Classified 11” and “EOL World” – Education Online), Altrr Software Services Limited (Trythat.Ai - a Software Platform providing data analytical tools using AI and ML techniques for real estate service providers) TCC Concepts Ltd (Datacentre (co-location) Infrastructure Provider) EFC Ltd(managed / serviced office space operator)and |
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TCC Concepts Ltd / Annual Report 2023-24
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Description Details
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| Description | Details |
|---|---|
| Mr. Narbaria has more than 15 years of extensive experience in real estate sector in India. He has developed various technologies for end to end controls over operation, procurement and customer relationships. Operated and managed commercial office spaces over 2 million sq. ft., across more than 40 unique centers, across 7 cities in India (namely, Pune, Mumbai, Chennai, Hyderabad, Kolkata, Noida and Ahmedabad) and leased out the same as Serviced Office Space to more than 500 domestic and international customers. Developed a Software Platform to assist the real estate service providers to access analytical data, being derived using AI and ML tools. Mr. Narbaria has been awarded by various prestigious organizations for his various achievements over the years as mentioned below: Outlook - Indo Global Business Excellence Awards 2024 TryThat.Ai: Best Artificial Intelligence Innovation in Real Estate & CRM Award Mr. Abhishek Narbaria – Co-Founder |
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| Names of listed entities in which the person also holds the directorship and the membership of Committees of the board |
Directorship – EFC (I) Limited; Committees - Nil |
| disclosure of relationships between directors inter-se; |
He is a promoter and person acting in concern with Mr. Umesh Kumar Shay, ManagingDirector. |
| Shareholdingin Company | 60,91,282 EquityShares |
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The Government of India, Ministry of Corporate Affairs has allowed conducting Annual General Meeting through Video Conferencing (VC) or Other Audio Visual Means (OAVM) and dispended the personal presence of the members at the meeting. Accordingly, the Ministry of Corporate Affairs issued Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and Circular No. 21/2021 dated December 14, 2021 and 02/2022 dated May 05, 2022, 10/2022 dated December 28, 2022 and latest being 09/2023 dated September 25, 2023 (“MCA Circulars”) and Circular no. SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/ HO/CFD/ CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/ HO/CRD/PoD-2/P/CIR/2023/4 dated January 05, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 07, 2023 issued by the Securities Exchange Board of India (“SEBI Circular”) prescribing the procedures and manner of conducting the Annual General Meeting through VC/OVAM.
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A statement pursuant to the provisions of Section 102(1) of the Act, relating to the Special Business to be transacted at the AGM, is annexed hereto. Further, additional information as required under Listing Regulations and Circulars issued thereunder are also annexed.
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Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
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Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not
be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars and SEBI Circular through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
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Pursuant to Section 113 of the Act, representatives of Corporate Members may be appointed for the purpose of voting through remote e-voting or for participation and voting in the Meeting to be conducted through VC/OAVM. The Corporate Members intending to attend the Meeting through their authorized representatives are requested to send a Certified True Copy of the Board Resolution and Power of Attorney (PDF/JPG Format), if any, authorizing its representative to attend and vote on their behalf at the Meeting. The said Resolution/Authorization shall be sent to the Company by email through its registered email address i.e. [email protected]
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In compliance with the MCA Circulars and SEBI Circular dated January 5, 2023, Notice of the AGM along with the Annual Report for the financial year 2023-24 is being sent only through electronic mode to those Members whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Members may note that the Notice and Annual Report for the financial year 2023-24 will also be available on the Company’s website at www.tccltd.in, websites of the Stock Exchange, that is, BSE Limited at www.bseindia.com
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In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management
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and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the LODR Regulations, the Company has extended e-voting facility for its members to enable them to cast their votes electronically on the resolutions set forth in this notice. The instructions for e-voting are provided in this notice. The remote e-voting commences on Friday, September 27, 2024 at 9:00 a.m. (IST) and end on Sunday, September 29, 2024 at 5:00 p.m. (IST). The voting rights of the Shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date, i.e., 23[rd] September, 2024.
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Any person who is not a member post cut-off date should treat this notice for information purposes only.
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A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM.
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The Members can join the AGM in the VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
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Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
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The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.
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Any person, who acquires shares and becomes a Member of the Company after sending the notice and holding shares as of the cut-off date, i.e., Monday, 23[rd] September, 2024, may obtain the login ID and password by sending a request at [email protected] or to the Registrar and Share Transfer Agent (RTA) rnt.helpdesk@ linkintime.co.in. However, if he/she is already registered with Central Depository Services (India) Limited (CDSL) for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.
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Mr. Chirag Sachapara, Practicing Company Secretary (Membership No. F13160 and CP No. 22177) of M/s. Sachapara & Associates, vide Board Resolution dated September 3, 2024 has been appointed as the Scrutinizer to scrutinize the voting and e-voting process in a fair and transparent manner.
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The Scrutinizer shall within a period not exceeding 2 (Two) working days from the conclusion of the e-voting period unblock the votes in the presence of at least 2 (Two) witnesses not in the employment of the Company and make a Scrutinizer’s report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company or a person authorised by him in writing.
Report shall be placed on the Company’s website viz. www.tccltd.in and on the website of CDSL within 2 (Two) working days of passing of the resolutions at the AGM of the Company and the same will also be communicated to the Stock Exchanges.
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To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (DPs) in case the shares are held by them in electronic form and with RTA in case the shares are held by them in physical form.
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The Registers maintained under Section 170 & 189 of the Companies Act, 2013 and the relevant documents referred to in the Notice will be available electronically for inspection till the conclusion of AGM by the members based on the request being sent on [email protected].
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Member(s) must quote their Folio Number/ DP ID & Client ID and contact details such as email address, contact no. etc. in all correspondences with the Company/ RTA.
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As mandated by the Securities and Exchange Board of India (“SEBI”), securities of the Company can be transferred / traded only in dematerialised form. Members holding shares in physical form are advised to avail the facility of dematerialisation.
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SEBI has vide Circular No. SEBI/HO/MIRSD/ MIRSD_ RTAMB/P/CIR/2021/655 dated November 3, 2021 read with SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/687 dated December 14, 2021 and SEBI/ HO/MIRSD/MIRSDPoD-1/P/CIR/2023/37 dated March 16, 2023 (“SEBI Circulars”) mandated furnishing of Permanent Account Number (‘PAN’), KYC details viz. Contact Details (Postal Address, Mobile Number and E-mail), Bank Details, Nomination etc. by holders of physical securities.
The Company had sent letters for furnishing the required details. Any service request shall be entertained by RTA only upon registration of the PAN, KYC details and the nomination. Further, in absence of the above information on or after October 1, 2023, the folio(s) shall be frozen by RTA in compliance with the aforesaid SEBI Circulars. If the folio(s) continue to remain frozen as on December 31, 2025, the frozen folios shall be referred by RTA/Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002.
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Members are requested to intimate/update changes, if any, in postal address, e-mail address, mobile number, PAN, nomination, bank details such as name of the bank and branch, bank account number, IFS Code etc.
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For shares held in electronic form to their Depository Participant for making necessary changes. NSDL has provided a facility for registration/updation of e-mail address through the link: https://eservices.nsdl. -
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com/kyc attributes/#/login and opt-in/opt-out of nomination through the link: https://eservices. nsdl. com/instademat-kyc-nomination/#/login.
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The Results shall be declared after the AGM of the Company. The Results declared along with the Scrutinizer’s
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For shares held in physical form by submitting to RTA the forms given below along with requisite supporting documents:
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a. Registration of PAN, postal address, e-mail address, mobile number, Bank Account Details or changes /updation thereof - Form ISR-1
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b. Confirmation of Signature of shareholder by the Banker – Form ISR-2
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c. Registration of Nomination – Form SH-13
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d. Cancellation or Variation of Nomination – Form SH-14
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b. Declaration to opt out of Nomination - Form ISR-3
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Non-Resident Indian members are requested to inform the Company/RTA (if shareholding is in physical mode) / respective DPs (if shareholding is in demat mode), immediately of change in their residential status on return to India for permanent settlement.
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As per Regulation 40 of LODR Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the RTA for assistance in this regard.
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In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
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Pursuant to the provisions of Section 72 of the Act the Member(s) holding shares in physical form may nominate, in the prescribed manner, any person to whom all the rights in the shares shall vest in the event of death of the sole holder or all the joint holders. A nomination form for this purpose is available with the Company or its RTA. Member(s) holding shares in demat form may contact their respective DPs for availing this facility.
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Member(s) holding shares in physical form is/ are requested to notify immediately any change of their respective addresses and bank account details. Please note that request for change of address, if found incomplete in any respect shall be rejected. Members holding shares in demat form are requested to notify any change in their addresses, e-mails and/or bank account mandates to their respective DPs only and not to the Company/ RTA for effecting such changes. The Company uses addresses, e-mails and bank account mandates furnished by the Depositories for updating its records of the Shareholders holding shares in electronic/demat form.
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All communications/ queries in this respect should be addressed to our RTA, [email protected].
REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:
As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.
LOGIN METHOD FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE IS GIVEN BELOW:
1. Individual Shareholders holding securities in demat mode with NSDL
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(i) 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 name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period.
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(ii) 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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(iii) 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 sixteendigit 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 i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
2. Individual Shareholders holding securities in demat mode with CDSL
- (i) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login Easi
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/ Easiest are requested to visit CDSL website www.cdslindia.com or https://web.cdslindia. com/myeasitoken/home/login or and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.
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(ii) 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 the company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. LINKINTIME for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are 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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(iii) If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
-
(iv) Alternatively, the user can directly access the 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, the 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.
3. 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. After Successful login, you will be able to see e-Voting option. Once you 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 the company’s name or e-Voting service provider name i.e. LinkIntime and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
LOGIN METHOD FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN PHYSICAL FORM/ NONINDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE IS GIVEN BELOW:
Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:
-
(i) Open the internet browser and launch the URL: https://instavote.linkintime.co.in
-
(ii) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
-
A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
-
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
-
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
-
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
-
*Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
-
*Shareholders holding shares in NSDL form, shall provide ‘D’ above
-
Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
-
Click “confirm” (Your password is now generated).
-
-
-
(iii) Click on ‘Login’ under ‘SHARE HOLDER’ tab.
-
(iv) Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.
CAST YOUR VOTE ELECTRONICALLY
-
After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.
-
E-voting page will appear.
-
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
-
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click
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TCC Concepts Ltd / Annual Report 2023-24
on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
GUIDELINES FOR INSTITUTIONAL SHAREHOLDERS
STEP 1 – Registration
-
a) Visit URL: https://instavote.linkintime.co.in
-
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
-
c) Fill up your entity details and submit the form.
-
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
-
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.
-
f) While first login, entity will be directed to change the password and login process is completed.
STEP 2 –Investor Mapping
-
a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
-
b) Click on “Investor Mapping” tab under the Menu Section
STEP 3 – Voting through remote e-voting.
The corporate shareholder can vote by two methods, once remote e-voting is activated:
METHOD 1 - VOTES ENTRY
-
a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
-
b) Click on ‘Votes Entry’ tab under the Menu section.
-
c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.
-
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
-
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
-
f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.
-
g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
OR
VOTES UPLOAD:
-
c) Map the Investor with the following details:
-
a. ‘Investor ID’ -
-
i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
-
ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
-
-
b. ‘Investor’s Name - Enter full name of the entity.
-
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
-
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button and investor will be mapped now.
- e) The same can be viewed under the “Report Section”.
a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
-
b) You will be able to see the notification for e-voting in inbox.
-
c) Select 'View' icon for 'Company’s Name / Event number '. E-voting page will appear.
-
d) Download sample vote file from ‘Download Sample Vote File’ option.
-
e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.
-
f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:
Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.
8
Notice
Helpdesk for Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.
==> picture [220 x 15] intentionally omitted <==
----- Start of picture text -----
Login type Helpdesk details
----- End of picture text -----
| Individual Shareholders holding securities in demat mode with NSDL Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@ nsdl.co.inor call at : 022 - 4886 7000 and 022 - 2499 7000 Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk. [email protected] or contact at toll free no. 1800 22 55 33 |
|---|---|
Individual Shareholders holding securities in Physical mode has forgotten the password:
If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
-
Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
-
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company
User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID
User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.
Institutional shareholders (“Corporate Body/ Custodian/ Mutual Fund”) has forgotten the password:
If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
-
Click on ‘Login’ under ‘Corporate Body/ Custodian/ Mutual Fund’ tab and further Click ‘forgot password?’
-
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.
-
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
-
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
-
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
PROCESS AND MANNER FOR ATTENDING THE ANNUAL GENERAL MEETING THROUGH INSTAMEET:
Open the internet browser and launch the URL: https:// instameet.linkintime.co.in & Click on “Login”.
-
Select the “Company” and ‘Event Date’ and register with your following details: -
-
A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
-
Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
-
Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
-
Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company
-
-
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/Company shall use the sequence number provided to you, if applicable.
-
C. Mobile No.: Enter your mobile number.
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TCC Concepts Ltd / Annual Report 2023-24
-
D. Email ID: Enter your email id, as recorded with your DP/Company.
-
Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).
INSTRUCTIONS FOR SHAREHOLDERS/ MEMBERS TO SPEAK DURING THE ANNUAL GENERAL MEETING THROUGH INSTAMEET
-
Shareholders who would like to speak during the meeting must register their request with the company.
-
Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
-
Shareholders will receive “speaking serial number” once they mark attendance for the meeting.
-
Other shareholder may ask questions to the panelist, via active chat-board during the meeting.
-
Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.
Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.
INSTRUCTIONS FOR SHAREHOLDERS/ MEMBERS TO VOTE DURING THE ANNUAL GENERAL MEETING THROUGH INSTAMEET
Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:
-
On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
-
Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on ‘Submit’.
Registered Office:
5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune 411 007. Date: September 3, 2024 Place: Pune
E-mail: [email protected] Website: www.tccltd.in Tel.: +91 8600461900
-
After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
-
Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cutoff date under ‘Favour/Against’.
-
After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
-
Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.
-
Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.
-
Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
-
Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/ Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.
In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@ linkintime.co.in or contact on: - Tel: 022-49186175.
By Order of the Board For TCC Concept Limited
Divya Reejwani Company Secretary and Compliance Officer
10
Notice
STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER
The following Statement sets out all material facts relating to the special business proposed in this Notice:
Item no. 3: To approve Material Related Party Transactions of the Company:
The provisions of the SEBI Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, mandates prior approval of members by means of an ordinary resolution for all material related party transactions and subsequent material modifications as defined by the audit committee, even if such transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. Effective from April 1, 2022, a transaction with a related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, whether directly, exceed(s) ₹1,000 crore, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower. The amended Regulation 2(1)(zc) of the SEBI Listing Regulations has also enhanced the definition of related party transaction which now includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not.
In furtherance of its business activities, the Company have entered into / will enter into transactions / contract(s) / agreement(s) / arrangement(s) with related parties in terms of Regulation 2(1)(zc)(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the “Listing Regulations”) as mentioned below, on mutually agreed terms and conditions, and the aggregate of such transaction(s), are expected to cross the applicable materiality thresholds as mentioned above. Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for all such arrangements / transactions proposed to be undertaken by the Company. All the said transactions shall be in the ordinary course of business of the Company and on an arm’s length basis.
All related party transactions are undertaken after obtaining prior approval of the Audit Committee. All related party transactions have been unanimously approved by the Audit Committee after satisfying itself that the related party transactions are at arm's length and in the ordinary course of business. The Audit Committee of the Company reviews on a quarterly basis, the details of all related party transactions entered into by the Company during the previous quarter, pursuant to its approvals. The related party transactions between the Company and its subsidiaries and their related parties are approved by the audit committees consisting of a majority of independent directors.
The below referred related party transactions with related parties shall also be reviewed/ monitored by the Audit Committee of the Company as per requirements of the Listing Regulations and the Act and shall remain within the limits as approved by the members. Any subsequent material modifications in the proposed transactions, as defined by the Audit committee forming part of Company's policy on related party transactions shall be placed before the members for approval, in terms of Regulation 23(4) of the Listing Regulations.
Information required under Regulation 23 of SEBI Listing Regulations read with SEBI Circular dated November 22, 2021 in respect of all such related parties are provided herein below:
Details of related Party transactions:
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S No Description Details of the Related Party Transaction
----- End of picture text -----
| S No | Description | Details of the Related Party Transaction |
|---|---|---|
| (a) | Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise) |
Name: EMF Clinic Private Limited Relationship: Wholly-owned Subsidiary Company |
| (b) | Type, nature, material terms and particulars of the proposed transactions/ contracts or arrangements |
a) sale, purchase or supply of any goods or materials, b) availing or rendering of any services c) leasing of property of any kind d) To give or accept Security Deposit e) To give or accept rent f) To give Loan g) To give guarantee, or provide security in connection with any loan taken. h) To make investment in any securities i) to borrow money and to that extent guarantee or security provided for the Company in this regard j) selling or otherwise disposing of, or buying, property of any kind k)Reimbursement of anyexpenses |
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TCC Concepts Ltd / Annual Report 2023-24
==> picture [495 x 15] intentionally omitted <==
----- Start of picture text -----
S No Description Details of the Related Party Transaction
----- End of picture text -----
| S No | Description | Details of the Related Party Transaction |
|---|---|---|
| (c) | Tenure of the proposed transaction (particular tenure shall be specified) |
Transaction will subsist unless terminated either by Company or Related Party, this approval is sought for aperiod of 3years i.e. from FY 2024-25 to 2026-27 |
| (d) | Value of the proposed transaction (monetaryvalue) |
The value of proposed transactions mentioned at Sr. No. (a) upto 100 Crores per financialyear |
| (e) | The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) |
The value of proposed transactions are estimated to go beyond 10% (in financial year), based on the Company's annual consolidated turnover for FY-2023-24. This approval is sought for an amount which may go beyond 10% basis the annual consolidated turnover of the Company. |
| (f) | ||
| i) details of the source of funds in connection with theproposed transaction; |
Owned Fund | |
| ii) where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments: nature of indebtedness; cost of funds;and tenure; |
Currently, there is no financial indebtedness, but the company may incur debt in the future if it serves the company’s broader interests. |
|
| iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured, the nature of security;and |
Unsecured Loan repayable on demand at a rate of interest not lower than the prevailing yield of one year, three year, five year or ten year Government Security closest to the tenor of the loan |
|
| iv) the purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the related party transaction |
Business purpose | |
| (g) | Justification as to why the RPT is in the interest of the listed entity |
The Related Party Transaction (RPT) aligns with the listed entity’s strategic goals by enhancing operational efficiency and providing significant financial benefits. It ensures compliance with regulatory requirements. Overall, the RPT supports growth, improves market position, and contributes to the entity's long-term success. |
| (h) | A copy of the valuation or other external party report, if any such report has been relied upon |
Not applicable |
| (i) | Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntarybasis |
Not applicable |
| (j) | Anyother information that maybe relevant | None |
S No Description Details of the Related Party Transaction (a) Name of the related party and its Name: Brantford Limited relationship with the listed entity or its Relationship: Wholly Subsidiary Company subsidiary, including nature of its concern or interest (financial or otherwise)
12
Notice
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----- Start of picture text -----
S No Description Details of the Related Party Transaction
----- End of picture text -----
| S No | Description | Details of the Related Party Transaction |
|---|---|---|
| (b) | Type, nature, material terms and particulars of the proposed transactions/ contracts or arrangements |
a) sale, purchase or supply of any goods or materials, b) availing or rendering of any services c) leasing of property of any kind d) To give or accept Security Deposit e) To give or accept rent f) To give Loan g) To give guarantee, or provide security in connection with any loan taken. h) To make investment in any securities i) to borrow money and to that extent guarantee or security provided for the Company in this regard j) selling or otherwise disposing of, or buying, property of any kind k)Reimbursement of anyexpenses |
| (c) | Tenure of the proposed transaction (particular tenure shall be specified) |
Transaction will subsist unless terminated either by Company or Related Party, this approval is sought for aperiod of 3years i.e. from FY 2024-25 to 2026-27 |
| (d) | Value of the proposed transaction (monetaryvalue) |
The value of proposed transactions mentioned at Sr. No. (a) upto 500 Crores per financialyear |
| (e) | The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) |
The value of proposed transactions are estimated to go beyond 10% (in financial year), based on the Company's annual consolidated turnover for FY-2023-24. This approval is sought for an amount which may go beyond 10% basis the annual consolidated turnover of the Company |
| (f) | ||
| i) details of the source of funds in connection with theproposed transaction; |
Owned Fund | |
| ii) where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments: nature of indebtedness; cost of funds;and tenure; |
Currently, there is no financial indebtedness, but the company may incur debt in the future if it serves the company’s broader interests. |
|
| iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured, the nature of security;and |
Unsecured Loan repayable on demand at a rate of interest not lower than the prevailing yield of one year, three year, five year or ten year Government Security closest to the tenor of the loan |
|
| iv) the purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the related party transaction |
Business purpose | |
| (g) | Justification as to why the RPT is in the interest of the listed entity |
The Related Party Transaction (RPT) aligns with the listed entity’s strategic goals by enhancing operational efficiency and providing significant financial benefits. It ensures compliance with regulatory requirements. Overall, the RPT supports growth, improves market position, and contributes to the entity's long-term success. |
| (h) | A copy of the valuation or other external party report, if any such report has been relied upon |
Not applicable |
| (i) | Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntarybasis |
Not applicable |
| (j) | Anyother information that maybe relevant | None |
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TCC Concepts Ltd / Annual Report 2023-24
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----- Start of picture text -----
S No Description Details of the Related Party Transaction
----- End of picture text -----
| S No | Description | Details of the Related Party Transaction |
|---|---|---|
| (a) | Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise) |
Name: Altrr Software Services Limited Relationship: Wholly Subsidiary Company |
| (b) | Type, nature, material terms and particulars of the proposed transactions/ contracts or arrangements |
a) sale, purchase or supply of any goods or materials, b) availing or rendering of any services c) leasing of property of any kind d) To give or accept Security Deposit e) To give or accept rent f) To give Loan g) To give guarantee, or provide security in connection with any loan taken taken h) To make investment in any securities i) to borrow money and to that extent guarantee or security provided for the Company in this regard j) selling or otherwise disposing of, or buying, property of any kind k)Reimbursement of anyexpenses |
| (c) | Tenure of the proposed transaction (particular tenure shall be specified) |
Transaction will subsist unless terminated either by Company or Related Party, this approval is sought for aperiod of 3years i.e. from FY 2024-25 to 2026-27 |
| (d) | Value of the proposed transaction (monetaryvalue) |
The value of proposed transactions mentioned at Sr. No. (a) upto 250 Crores per financialyear |
| (e) | The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) |
The value of proposed transactions are estimated to go beyond 10% (in financial year), based on the Company's annual consolidated turnover for FY-2023-24. This approval is sought for an amount which may go beyond 10% basis the annual consolidated turnover of the Company |
| (f) | ||
| i) details of the source of funds in connection with theproposed transaction; |
Owned Fund | |
| ii) where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments: nature of indebtedness; cost of funds;and tenure; |
Currently, there is no financial indebtedness, but the company may incur debt in the future if it serves the company’s broader interests. |
|
| iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured, the nature of security;and |
Unsecured Loan repayable on demand at a rate of interest not lower than the prevailing yield of one year, three year, five year or ten year Government Security closest to the tenor of the loan |
|
| iv) the purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the related party transaction |
Business purpose | |
| (g) | Justification as to why the RPT is in the interest of the listed entity |
The Related Party Transaction (RPT) aligns with the listed entity’s strategic goals by enhancing operational efficiency and providing significant financial benefits. It ensures compliance with regulatory requirements. Overall, the RPT supports growth, improves market position, and contributes to the entity's long-term success. |
| (h) | A copy of the valuation or other external party report, if any such report has been relied upon |
Not applicable |
| (i) | Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntarybasis |
Not applicable |
| (j) | Anyother information that maybe relevant | None |
14
Notice
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S No Description Details of the Related Party Transaction
----- End of picture text -----
| S No | Description | Details of the Related Party Transaction |
|---|---|---|
| (a) | Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise) |
Name: Natural Environment Solutions Private Limited Relationship: Subsidiary Company |
| (b) | Type, nature, material terms and particulars of the proposed transactions/ contracts or arrangements |
a) sale, purchase or supply of any goods or materials, b) availing or rendering of any services c) leasing of property of any kind d) To give or accept Security Deposit e) To give or accept rent f) To give Loan g) To give guarantee, or provide security in connection with any loan taken. h) To make investment in any securities i) to borrow money and to that extent guarantee or security provided for the Company in this regard j) selling or otherwise disposing of, or buying, property of any kind k)Reimbursement of anyexpenses |
| (c) | Tenure of the proposed transaction (particular tenure shall be specified) |
Transaction will subsist unless terminated either by Company or Related Party, this approval is sought for aperiod of 3years i.e. from FY 2024-25 to 2026-27 |
| (d) | Value of the proposed transaction (monetaryvalue) |
The value of proposed transactions mentioned at Sr. No. (a) upto 1000 Croresper financialyear |
| (e) | The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) |
The value of proposed transactions are estimated to go beyond 10% (in financial year), based on the Company's annual consolidated turnover for FY-2023-24. This approval is sought for an amount which may go beyond 10% basis the annual consolidated turnover of the Company |
| (f) | ||
| i) details of the source of funds in connection with theproposed transaction; |
Owned Fund | |
| ii) where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments: nature of indebtedness; cost of funds;and tenure; |
Currently, there is no financial indebtedness, but the company may incur debt in the future if it serves the company’s broader interests. |
|
| iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured, the nature of security;and |
Unsecured Loan repayable on demand at a rate of interest not lower than the prevailing yield of one year, three year, five year or ten year Government Security closest to the tenor of the loan |
|
| iv) the purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the related party transaction |
Business purpose | |
| (g) | Justification as to why the RPT is in the interest of the listed entity |
The Related Party Transaction (RPT) aligns with the listed entity’s strategic goals by enhancing operational efficiency and providing significant financial benefits. It ensures compliance with regulatory requirements. Overall, the RPT supports growth, improves market position, and contributes to the entity's long-term success. |
| (h) | A copy of the valuation or other external party report, if any such report has been relied upon |
Not applicable |
| (i) | Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntarybasis |
Not applicable |
| (j) | Anyother information that maybe relevant | None |
15
TCC Concepts Ltd / Annual Report 2023-24
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S No Description Details of the Related Party Transaction
----- End of picture text -----
| S No | Description | Details of the Related Party Transaction |
|---|---|---|
| (a) | Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise) |
Name: Whitehills Interiors Limited Relationship: Entity under same management |
| (b) | Type, nature, material terms and particulars of the proposed transactions/ contracts or arrangements |
a) sale, purchase or supply of any goods or materials, b) availing or rendering of any services c) leasing of property of any kind d) To give or accept Security Deposit e) To give or accept rent f) To give Loan g) To give guarantee, or provide security in connection with any loan taken. h) To make investment in any securities i) to borrow money and to that extent guarantee or security provided for the Company in this regard j) selling or otherwise disposing of, or buying, property of any kind k)Reimbursement of anyexpenses |
| (c) | Tenure of the proposed transaction (particular tenure shall be specified) |
Transaction will subsist unless terminated either by Company or Related Party, this approval is sought for aperiod of 3years i.e. from FY 2024-25 to 2026-27 |
| (d) | Value of the proposed transaction (monetaryvalue) |
The value of proposed transactions mentioned at Sr. No. (a) upto 100 Crores per financialyear |
| (e) | The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) |
The value of proposed transactions are estimated to go beyond 10% (in financial year), based on the Company's annual consolidated turnover for FY-2023-24. This approval is sought for an amount which may go beyond 10% basis the annual consolidated turnover of the Company |
| (f) | ||
| i) details of the source of funds in connection with theproposed transaction; |
Owned Fund | |
| ii) where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments: nature of indebtedness; cost of funds;and tenure; |
Currently, there is no financial indebtedness, but the company may incur debt in the future if it serves the company’s broader interests. |
|
| iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured, the nature of security;and |
Unsecured Loan repayable on demand at a rate of interest not lower than the prevailing yield of one year, three year, five year or ten year Government Security closest to the tenor of the loan |
|
| iv) the purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the related party transaction |
Business purpose | |
| (g) | Justification as to why the RPT is in the interest of the listed entity |
The Related Party Transaction (RPT) aligns with the listed entity’s strategic goals by enhancing operational efficiency and providing significant financial benefits. It ensures compliance with regulatory requirements. Overall, the RPT supports growth, improves market position, and contributes to the entity's long-term success. |
| (h) | A copy of the valuation or other external party report, if any such report has been relied upon |
Not applicable |
| (i) | Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntarybasis |
Not applicable |
| (j) | Anyother information that maybe relevant | None |
16
Notice
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S No Description Details of the Related Party Transaction
----- End of picture text -----
| S No | Description | Details of the Related Party Transaction |
|---|---|---|
| (a) | Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise) |
Name: Ek Design Industries Limited Relationship: Entity under same management |
| (b) | Type, nature, material terms and particulars of the proposed transactions/ contracts or arrangements |
a) sale, purchase or supply of any goods or materials, b) availing or rendering of any services c) leasing of property of any kind d) To give or accept Security Deposit e) To give or accept rent f) To give Loan g) To give guarantee, or provide security in connection with any loan taken. h) To make investment in any securities i) to borrow money and to that extent guarantee or security provided for the Company in this regard j) selling or otherwise disposing of, or buying, property of any kind k)Reimbursement of anyexpenses |
| (c) | Tenure of the proposed transaction (particular tenure shall be specified) |
Transaction will subsist unless terminated either by Company or Related Party, this approval is sought for aperiod of 3years i.e. from FY 2024-25 to 2026-27 |
| (d) | Value of the proposed transaction (monetaryvalue) |
The value of proposed transactions mentioned at Sr. No. (a) upto 100 Crores per financialyear |
| (e) | The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) |
The value of proposed transactions are estimated to go beyond 10% (in financial year), based on the Company's annual consolidated turnover for FY-2023-24. This approval is sought for an amount which may go beyond 10% basis the annual consolidated turnover of the Company |
| (f) | ||
| i) details of the source of funds in connection with theproposed transaction; |
Owned Fund | |
| ii) where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments: nature of indebtedness; cost of funds;and tenure; |
Currently, there is no financial indebtedness, but the company may incur debt in the future if it serves the company’s broader interests. |
|
| iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured, the nature of security;and |
Unsecured Loan repayable on demand at a rate of interest not lower than the prevailing yield of one year, three year, five year or ten year Government Security closest to the tenor of the loan |
|
| iv) the purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the related party transaction |
Business purpose | |
| (g) | Justification as to why the RPT is in the interest of the listed entity |
The Related Party Transaction (RPT) aligns with the listed entity’s strategic goals by enhancing operational efficiency and providing significant financial benefits. It ensures compliance with regulatory requirements. Overall, the RPT supports growth, improves market position, and contributes to the entity's long-term success. |
| (h) | A copy of the valuation or other external party report, if any such report has been relied upon |
Not applicable |
| (i) | Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntarybasis |
Not applicable |
| (j) | Anyother information that maybe relevant | None |
17
TCC Concepts Ltd / Annual Report 2023-24
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----- Start of picture text -----
S No Description Details of the Related Party Transaction
----- End of picture text -----
| S No | Description | Details of the Related Party Transaction |
|---|---|---|
| (a) | Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest(financial or otherwise) |
Name: EFC REIT Private Limited Relationship: Entity under same management |
| (b) | Type, nature, material terms and particulars of the proposed transactions/ contracts or arrangements |
a) sale, purchase or supply of any goods or materials, b) availing or rendering of any services c) leasing of property of any kind d) To give or accept Security Deposit e) To give or accept rent f) To give Loan g) To give guarantee, or provide security in connection with any loan taken. h) To make investment in any securities i) to borrow money and to that extent guarantee or security provided for the Company in this regard j) selling or otherwise disposing of, or buying, property of any kind k)Reimbursement of anyexpenses |
| (c) | Tenure of the proposed transaction (particular tenure shall be specified) |
Transaction will subsist unless terminated either by Company or Related Party, this approval is sought for aperiod of 3years i.e. from FY 2024-25 to 2026-27 |
| (d) | Value of the proposed transaction (monetaryvalue) |
The value of proposed transactions mentioned at Sr. No. (a) upto 100 Crores per financialyear |
| (e) | The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) |
The value of proposed transactions are estimated to go beyond 10% (in financial year), based on the Company's annual consolidated turnover for FY-2023-24. This approval is sought for an amount which may go beyond 10% basis the annual consolidated turnover of the Company |
| (f) | ||
| i) details of the source of funds in connection with theproposed transaction; |
Owned Fund | |
| ii) where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments: nature of indebtedness; cost of funds;and tenure; |
Currently, there is no financial indebtedness, but the company may incur debt in the future if it serves the company’s broader interests. |
|
| iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured, the nature of security;and |
Unsecured Loan repayable on demand at a rate of interest not lower than the prevailing yield of one year, three year, five year or ten year Government Security closest to the tenor of the loan |
|
| iv) the purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the related party transaction |
Business purpose | |
| (g) | Justification as to why the RPT is in the interest of the listed entity |
The Related Party Transaction (RPT) aligns with the listed entity’s strategic goals by enhancing operational efficiency and providing significant financial benefits. It ensures compliance with regulatory requirements. Overall, the RPT supports growth, improves market position, and contributes to the entity's long-term success. |
| (h) | A copy of the valuation or other external party report, if any such report has been relied upon |
Not applicable |
| (i) | Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntarybasis |
Not applicable |
| (j) | Anyother information that maybe relevant | None |
18
Notice
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S No Description Details of the Related Party Transaction
----- End of picture text -----
| (a) | Name of the related party and its | Name: EFC REIT Private Limited |
|---|---|---|
| relationship with the listed entity or its | Relationship: Entity under same management | |
| subsidiary, including nature of its concern | ||
| or interest(financial or otherwise) | ||
| (b) | Type, nature, material terms and | a) sale, purchase or supply of any goods or materials, |
| particulars of the proposed transactions/ | b) availing or rendering of any services | |
| contracts or arrangements | c) leasing of property of any kind | |
| d) To give or accept Security Deposit | ||
| e) To give or accept rent | ||
| f) To give Loan | ||
| g) To give guarantee, or provide security in connection with any loan taken. | ||
| h) To make investment in any securities | ||
| i) to borrow money and to that extent guarantee or security provided for the | ||
| Company in this regard | ||
| j) selling or otherwise disposing of, or buying, property of any kind | ||
| k)Reimbursement of anyexpenses | ||
| (c) | Tenure of the proposed transaction | Transaction will subsist unless terminated either by Company or Related Party, |
| (particular tenure shall be specified) | this approval is sought for aperiod of 3years i.e. from FY 2024-25 to 2026-27 | |
| (d) | Value of the proposed transaction | The value of proposed transactions mentioned at Sr. No. (a) upto 100 Crores |
| (monetaryvalue) | per financialyear | |
| (e) | The percentage of the listed entity’s | The value of proposed transactions are estimated to go beyond 10% (in |
| annual consolidated turnover, for the | financial year), based on the Company's annual consolidated turnover for | |
| immediately preceding financial year, that | FY-2023-24. This approval is sought for an amount which may go beyond 10% | |
| is represented by the value of the proposed | basis the annual consolidated turnover of the Company | |
| transaction (and for a RPT involving a | ||
| subsidiary, such percentage calculated | ||
| on the basis of the subsidiary’s annual | ||
| turnover on a standalone basis shall be | ||
| additionally provided) | ||
| (f) | If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity | |
| or its subsidiary: | ||
| i) details of the source of funds in | Owned Fund | |
| connection with theproposed transaction; | ||
| ii) where any financial indebtedness | Currently, there is no financial indebtedness, but the company may incur debt | |
| is incurred to make or give loans, | in the future if it serves the company’s broader interests. | |
| inter-corporate deposits, advances or | ||
| investments: nature of indebtedness; cost | ||
| of funds;and tenure; | ||
| iii) applicable terms, including covenants, | Unsecured Loan repayable on demand at a rate of interest not lower than | |
| tenure, interest rate and repayment | the prevailing yield of one year, three year, five year or ten year Government | |
| schedule, whether secured or unsecured, | Security closest to the tenor of the loan | |
| the nature of security;and | ||
| iv) the purpose for which the funds will | Business purpose | |
| be utilised by the ultimate beneficiary of | ||
| such funds pursuant to the related party | ||
| transaction | ||
| (g) | Justification as to why the RPT is in the | The Related Party Transaction (RPT) aligns with the listed entity’s strategic |
| interest of the listed entity | goals by enhancing operational efficiency and providing significant financial | |
| benefits. It ensures compliance with regulatory requirements. Overall, the RPT | ||
| supports growth, improves market position, and contributes to the entity's | ||
| long-term success. | ||
| (h) | A copy of the valuation or other external | Not applicable |
| party report, if any such report has been | ||
| relied upon | ||
| (i) | Percentage of the counter-party’s annual | Not applicable |
| consolidated turnover that is represented | ||
| by the value of the proposed RPT on a | ||
| voluntarybasis | ||
| (j) | Anyother information that maybe relevant | None |
19
TCC Concepts Ltd / Annual Report 2023-24
Your Board of Directors considered the same and recommends passing of the resolutions contained in Item No. 3, of this Notice as Ordinary Resolution. Pursuant to Regulation 23 of the Listing Regulations, in respect of voting on this resolution, no related party shall vote to approve resolution set out at Item No. 3.
Mr. Umesh Kumar Sahay, Chairman and Managing Director, Mr. Abhishek Narbaria and Mr. Nikhil Dilipbhai Bhuta, Non-Executive Non-Independent Directors and Key Managerial Personnel of the Company of the Company, are interested in the Ordinary Resolution set out at Item No. 3.
Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 3 of the Notice.
Item no. 4: To fix remuneration of Mr. Umesh Kumar Sahay (DIN: 01733060), Managing Director and Chairman of the Company:
Based on the recommendation of the Nomination and Remuneration Committee, the Board considered and approved revision in remuneration of Mr. Umesh Kumar Sahay (DIN: 01733060) Managing Director and Chairman of the Company.
Broad particulars of the terms of appointment of and remuneration payable to Mr. Umesh Kumar Sahay are as under:
-
a. Tenure of appointment – NA
-
b. Salary, perquisites and allowances: The perquisites and allowances shall be evaluated, wherever applicable, as per the Company’s Policy and the provisions of Income Tax Act, 1961 or any rules thereunder or any statutory modification(s) or re-enactment(s) thereof; in the absence of any such rules, perquisites and allowances shall be evaluated at actual cost.
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Sr.
Financial Year Remuneration (in J p.a.)
No.
----- End of picture text -----
| Sr. No. |
Financial Year | Remuneration (inJp.a.) |
|---|---|---|
| 1 | FY 2024-25 | H90,00,000 per annum plus performance incentive not exceeding 5 % of net profit of the financial year of the company. |
| 2 | FY 2025-26 | H1,20,00,000 per annum plus performance incentive not exceeding 5 % of net profit of the financial year of the company. |
| 3 | FY 2026-27 | H1,80,00,000 per annum plus performance incentive not exceeding 5% of net profit of the financial year of the company. |
The break-up of remuneration will be decided and arrived between the director and the Nomination and Remuneration Committee of the Company as per the company policy.
Gratuity and PF will be as per rules of the Company with liberty to merge previous gratuity (under any other group company) with current employment.
-
a. Other benefits as per company policy and Schedule V of the companies Act, 2013.
-
d. Travelling allowances including insurance for business trips as per Company’s Policy.
-
e. Increment / Variance in remuneration, if deemed fit, including performance linked incentive, subject to recommendation of Nomination and Remuneration Committee and approval of Board of Directors.
In the absence of or inadequacy of profits in any financial year during the tenure, the above remuneration including the perquisites will be paid as minimum remuneration fulfilling criteria of appointment in accordance with Schedule V of the Companies Act, 2013.
The above may be treated as a written memorandum setting out the terms of appointment of Mr. Umesh Kumar Sahay under Section 190 of the Act.
Details of Mr. Umesh Kumar Sahay are as per given below in point No. ii of “Information required under Section II, Part II of Schedule V of the Companies Act, 2013” pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.
Mr. Umesh Kumar Sahay is interested in the resolution set out at Item No. 4 of the Notice. The relatives of Mr. Umesh Kumar Sahay may be deemed to be interested in the resolution set out at Item No. 4 of the Notice, to the extent of their shareholding interest, if any, in the Company.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution. It is proposed to seek members’ approval for remuneration payable to Mr. Umesh Kumar Sahay as a Managing Director and Chairman of the Company, under category of Executive Director, in terms of the applicable provisions of the Companies Act, 2013.
The Board of Directors Recommends the Special Resolution set out at Item No. 4 of the Notice for approval of the members.
20
Notice
Information required under Section II, Part II of Schedule V of the Companies Act, 2013:
i. General Information
| Nature of Industries | Software Company and Data centre (co-location) Infrastructure Provider |
|---|---|
| Date or expected date of commencement of commercial production |
Not Applicable |
| In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearingin theprospectus |
Not Applicable |
| Financial performance based on given indicators | The company is expecting good revenue in near future based on the high demand in market. |
| Foreign Investments or collaborations, if any. | Not applicable |
- ii. Brief Profile of Mr. Umesh Kumar Sahay {Pursuant to Secretarial Standard 2 (SS-2)} and Information required under Section II, Part II of Schedule V of the Companies Act, 2013:
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Description Details
----- End of picture text -----
| Name | Mr. Umesh Kumar Sahay |
|---|---|
| DIN | 01733060 |
| Age | 40years |
| Qualification | Masters in Business Administration(MBA)from Pune |
| Experience / Job Profile /Suitability | Mr. Umesh Kumar Sahay is the first-generation entrepreneur with about 20 years of experience in building and developing organizations, block by block, in Real Estate, Datacentre Infrastructure and IT & ITes sectors in India. Mr. Umesh Kumar Sahay has co-founded and operated; Elves Technology Pvt. Ltd. (an IT service company which developed SaaS products, namely “Classified 11” and “EOL World” – Education Online), EFC Ltd (managed / serviced office space operator) and TCC Concepts Ltd (a Software Company and Datacentre (co-location) Infrastructure Provider) Mr. Umesh Kumar Sahay has more than 15 years of extensive experience in real estate sector in India. Under EFC Limited, Mr. Sahai developed; Commercial office space admeasuring more than 20,00,000 sq. ft. These office spaces are located across 7 cities in India (namely, Pune, Mumbai, Chennai, Hyderabad, Kolkata, Noida and Ahmedabad) Leased out these offices as Serviced Office Space (post designing and building them as fully furnished spaces fitment of furniture & fixtures and also providing complete property facility management services) to more than 500 domestic and international customers. Mr. Umesh Kumar Sahay has grown EFC Limited in the Real Estate Sector by establishing a unique category as “Real Estate As a Service (RaaS) provider. Further, Mr. Umesh Kumar Sahay has also got its Managed / Serviced Office Space Operation and Management Player listed on Bombay Stock Exchange (BSE) and become the first profit making company to be listed on Indian Stock Exchange. Mr. Umesh Kumar Sahay had shown his entrepreneurial strengths at very early stage in life and at the age of 18, while he as was graduating, he founded “Welken Electro Mechanical” and started manufacturing UPS Inverters and supplying to North India Markets. |
| Terms and Conditions of appointment |
Managing Director cum Chairman, not liable to retire by rotation |
| Remuneration last drawn from the Company |
H10,00,000 for F.Y. 2023-24 |
| Remunerationproposed | As stated above inpoint No. c of this statement. |
| Past Remuneration | 5,00,000per month for FY 2023-24 |
21
TCC Concepts Ltd / Annual Report 2023-24
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Description Details
----- End of picture text -----
| Description | Details |
|---|---|
| Justification for choosing the appointees as Independent Director |
N.A. |
| Date of first appointment on the Board of the Company. |
02/12/2022 |
| Relationship with other Directors, Managers and other Key Managerial Personnel(s) of the Company |
Part of Promoter Group and PAC with Directors Mr. Abhishek Narbaria and Mr. Nikhil Dilipbhai Bhuta |
| Shareholding in the Company (as on the date of AGM Notice) |
1,29,05,924 equity shares. |
| Directorships of other Board | 1. EFC Limited 2. EMF Clinic Private Limited 3. Whitehills Interior 4. Brantford Limited 5. TCC Concept Limited 6. Ek Design Industries Limited 7. ALTRR Software Services Limited 8. Natural Environment Solution Private Limited 9. EFC Investment Advisors Private Limited 10. EFC Estate Private Limited 11. EFC REIT Private Limited |
| Membership/Chairmanship of Committees of Board of Directors of other companies |
NIL |
| Comparative remuneration profile with respect to industries, size of company, profile of the position and Person. |
The remuneration is as per Section 197 & 198 of the Companies Act, 2013 read with Schedule V Companies Act, and is comparable to the remuneration of Director levels of similar sized Companies. |
| Pecuniary Relationship directly or indirectly with the company or relationship with the managerial personnel. |
Part of Promoter Group and PAC with Directors Mr. Abhishek Narbaria and Mr. Nikhil Dilipbhai Bhuta |
| Recognition or awards | Outlook - Indo Global Business Excellence Awards 2024 EFC: Real-Estate as a Service Award Mr. Umesh Kumar Sahay – Founder & MD Leadership Excellence Awards 2022 Media Space Incorporation Mr. Umesh Kumar Sahay – Founder & MD Outlook Business Icon Awards – 2022 CEO of the Year Mr. Umesh Kumar Sahay – Founder & Chairman Times 40 under 40 – 2022 North Achievers Mr. Umesh Kumar Sahay– ManagingDirector |
iii. Other Information
Details
Description Details Reasons of loss or inadequate profits NA Steps taken or proposed to be taken for improvement. Considering present demand of business and market condition, it is expected to have good revenue and profit in near future. Expected increase in productivity and profits in measurable Considering present demand of business and market condition, terms it is expected to have good revenue and profit in near future.
22
Notice
Item no. 5: To fix remuneration of Mr. Abhishek Narbaria (DIN: 01873087), Non-Executive NonIndependent Director of the Company:
Based on the recommendation of the Nomination and Remuneration Committee, the Board considered and approved revision in remuneration of Mr. Abhishek Narbaria (DIN: 01873087) a Non-Executive Non-Independent Director.
Broad particulars of the terms of appointment of and remuneration payable to Mr. Abhishek Narbaria are as under:
a. Tenure of appointment – NA
- b. Salary, perquisites and allowances: The perquisites and allowances shall be evaluated, wherever applicable, as per the Company’s Policy and the provisions of Income Tax Act, 1961 or any rules thereunder or any statutory modification(s) or re-enactment(s) thereof; in the absence of any such rules, perquisites and allowances shall be evaluated at actual cost.
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----- Start of picture text -----
Sr.
Financial Year Remuneration (in J p.a.)
No.
----- End of picture text -----
| Sr. No. |
Financial Year | Remuneration (inJp.a.) |
|---|---|---|
| 1 | FY 2024-25 | H90,00,000 per annum plus performance incentive not exceeding 3 % of net profit of the financial year of the company. |
| 2 | FY 2025-26 | H1,20,00,000 per annum plus performance incentive not exceeding 3 % of net profit of the financial year of the company. |
| 3 | FY 2026-27 | H1,80,00,000 per annum plus performance incentive not exceeding 3 % of net profit of the financial year of the company. |
The break-up of remuneration will be decided and arrived between the director and the Nomination and Remuneration Committee of the Company as per the company policy.
Gratuity and PF will be as per rules of the Company with liberty to merge previous gratuity (under any other group company) with current employment.
-
c. Other benefits as per company policy and Schedule V of the companies Act, 2013.
-
d. Travelling allowances including insurance for business trips as per Company’s Policy.
-
e. Increment / Variance in remuneration, if deemed fit, including performance linked incentive, subject to recommendation of Nomination and Remuneration Committee and approval of Board of Directors.
In the absence of or inadequacy of profits in any financial year during the tenure, the above remuneration including the perquisites will be paid as minimum remuneration fulfilling criteria of appointment in accordance with Schedule V of the Companies Act, 2013.
Details of Mr. Abhishek Narbaria are as per given below in point No. ii of “Information required under Section II, Part II of Schedule V of the Companies Act, 2013” pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.
Mr. Abhishek Narbaria is interested in the resolution set out at Item No. 5 of the Notice. The relatives of Mr. Abhishek Narbaria may be deemed to be interested in the resolution set out at Item No. 5 of the Notice, to the extent of their shareholding interest, if any, in the Company.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution. It is proposed to seek members’ approval for remuneration payable to Mr. Abhishek Narbaria as a Non-Executive Non-Independent Director of the Company, under category of Non-Executive Non-Independent Director, in terms of the applicable provisions of the Companies Act, 2013.
The Board of Directors Recommends the Special Resolution set out at Item No. 5 of the Notice for approval of the members.
Information required under Section II, Part II of Schedule V of the Companies Act, 2013:
iv. General Information
| Nature of Industries | Software Company and Datacentre (co-location) Infrastructure Provider |
|---|---|
| Date or expected date of commencement of commercialproduction | Not Applicable |
| In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearingin theprospectus |
Not Applicable |
| Financial performance based on given indicators | The company is expecting good revenue in near future based on the high demand in market. |
| Foreign Investments or collaborations, if any. | Not applicable |
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TCC Concepts Ltd / Annual Report 2023-24
- v. Brief Profile of Mr. Abhishek Narbaria {Pursuant to Secretarial Standard 2 (SS-2)} and Information required under Section II, Part II of Schedule V of the Companies Act, 2013:
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Description Details
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| Name | Mr. Abhishek Narbaria |
|---|---|
| DIN | 01873087 |
| Age | 40years |
| Qualification | Masters in Computer Science. |
| Experience / Job Profile /Suitability | Mr. Abhishek Narbaria, is a technocrat entrepreneur with over 22 years of experience in developing and shaping organizations in Real Estate, Datacentre Infrastructure and IT & ITes sectors in India. Mr. Narbaria has co-founded and operated; Elves Technology Pvt. Ltd. (an IT service company which developed SaaS products, namely “Classified 11” and “EOL World” – Education Online), Altrr Software Services Limited (Trythat.Ai - a Software Platform providing data analytical tools using AI and ML techniques for real estate service providers) TCC Concepts Ltd (Datacentre (co-location) Infrastructure Provider) EFC Ltd (managed / serviced office space operator) and Mr. Narbaria has more than 15 years of extensive experience in real estate sector in India. He has developed various technologies for end to end controls over operation, procurement and customer relationships. Operated and managed commercial office spaces over 2 million sq. ft., across more than 40 unique centers, across 7 cities in India (namely, Pune, Mumbai, Chennai, Hyderabad, Kolkata, Noida and Ahmedabad) and leased out the same as Serviced Office Space to more than 500 domestic and international customers. Developed a Software Platform to assist the real estate service providers to access analytical data,beingderived usingAI and ML tools. |
| Terms and Conditions of appointment |
Director, liable to retire by rotation |
| Remuneration last drawn from the Company |
10,00,000 for FY 2023-24 |
| Remunerationproposed | As stated above inpoint No. c of this statement. |
| Past Remuneration | Approved Remuneration byMembers for FY 2023-24 wasH5,00,000 Per month |
| Justification for choosing the appointees as Independent Director |
N.A. |
| Date of first appointment on the Board of the Company. |
16/12/2022 |
| Relationship with other Directors, Managers and other Key Managerial Personnel(s) of the Company |
Part of Promoter Group and PAC with Directors Mr. Umesh Kumar Sahay and Mr. Nikhil Dilipbhai Bhuta |
| Shareholding in the Company (as on the date of AGM Notice) |
60,91,282 Equity Shares |
| Directorships of other Board | EFC Limited EFC Tech Space Private Limited EMF Clinic Private Limited Natural Environment Solutions Private Limited Brantford Limited Whitehills Interior Limited Altrr Software Services Limited TCC Concept Limited EFC Estate Private Limited EFC REIT Private Limited EFC Investment Advisors Private Limited Ek Design Industries Limited |
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Notice
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| Description | Details |
|---|---|
| Membership/Chairmanship of Committees of Board of Directors of other companies |
1. EFC Limited – Audit Committee 2. EFC Limited - Nomination and Remuneration Committee |
| Comparative remuneration profile with respect to industries, size of company, profile of the position and Person. |
The remuneration is as per Section 197 & 198 of the Companies Act, 2013 read with Schedule V Companies Act, and is comparable to the remuneration of Director levels of similar sized Companies. |
| Pecuniary Relationship directly or indirectly with the company or relationship with the managerial personnel. |
Part of Promoter Group and PAC with Directors Mr. Umesh Kumar Sahay and Mr. Nikhil Dilipbhai Bhuta |
| Recognition or awards | Outlook - Indo Global Business Excellence Awards 2024 TryThat.Ai: Best Artificial Intelligence Innovation in Real Estate & CRM Award Mr. Abhishek Narbaria – Co-Founder |
vi. Other Information
| Description | Details |
|---|---|
| Reasons of loss or inadequateprofits | NA |
| Steps taken or proposed to be taken for improvement. | Considering present demand of business and market condition, |
Considering present demand of business and market condition, it is expected to have good revenue and profit in near future. Considering present demand of business and market condition, it is expected to have good revenue and profit in near future.
Expected increase in productivity and profits in measurable terms
Item no. 5: To fix remuneration of of Mr. Nikhil Dilipbhai Bhuta (DIN: 02111646) a Non-Executive Non-Independent Director of the Company:
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Sr.
Financial Year Remuneration (in J p.a.)
No.
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| Sr. No. |
Financial Year | Remuneration (inJp.a.) |
|---|---|---|
| 2 | FY 2025-26 | H1,20,00,000 per annum plus performance incentive not exceeding 1 % of net profit of the financial year of the company. |
| 3 | FY 2026-27 | H1,80,00,000 per annum plus performance incentive not exceeding 1 % of net profit of the financial year of the company. |
Based on the recommendation of the Nomination and Remuneration Committee, the Board considered and approved revision in remuneration of Mr. Nikhil Dilipbhai Bhuta (DIN: 02111646) a Non-Executive Non-Independent Director.
Broad particulars of the terms of appointment of and remuneration payable to Mr. Nikhil Dilipbhai Bhuta are as under:
a. Tenure of appointment – NA
- b. Salary, perquisites and allowances: The perquisites and allowances shall be evaluated, wherever applicable, as per the Company’s Policy and the provisions of Income Tax Act, 1961 or any rules thereunder or any statutory modification(s) or re-enactment(s) thereof; in the absence of any such rules, perquisites and allowances shall be evaluated at actual cost.
The break-up of remuneration will be decided and arrived between the director and the Nomination and Remuneration Committee of the Company as per the company policy.
Gratuity and PF will be as per rules of the Company with liberty to merge previous gratuity (under any other group company) with current employment.
c. The remuneration:
- c. Other benefits as per company policy and Schedule V of the companies Act, 2013.
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Sr.
Financial Year Remuneration (in J p.a.)
No.
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- d. Travelling allowances including insurance for business trips as per Company’s Policy.
| 1 | FY 2024-25 | H90,00,000 per annum plus performance incentive not exceeding 1 % of net profit of the financial year of the company. |
|---|---|---|
- e. Increment / Variance in remuneration, if deemed fit, including performance linked incentive, subject to recommendation of Nomination and Remuneration Committee and approval of Board of Directors.
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TCC Concepts Ltd / Annual Report 2023-24
In the absence of or inadequacy of profits in any financial year during the tenure, the above remuneration including the perquisites will be paid as minimum remuneration fulfilling criteria of appointment in accordance with Schedule V of the Companies Act, 2013. Details of Mr. Nikhil Dilipbhai Bhuta are as per given below in point No. ii of “Information required under Section II, Part II of Schedule V of the Companies Act, 2013” pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.
Mr. Nikhil Dilipbhai Bhuta is interested in the resolution set out at Item No. 6 of the Notice. The relatives of Mr. Nikhil Dilipbhai Bhuta may be deemed to be interested in the resolution set out at Item No. 6 of the Notice, to the extent of their shareholding interest, if any, in the Company.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution. It is proposed to seek members’ approval remuneration payable to Mr. Nikhil Dilipbhai Bhuta as Mr. Nikhil Dilipbhai Bhuta of the Company, under category of Executive Director, in terms of the applicable provisions of the Companies Act, 2013.
The Board of Directors Recommends the Special Resolution set out at Item No. 6 of the Notice for approval of the members.
Information required under Section II, Part II of Schedule V of the Companies Act, 2013:
vii. General Information
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| Name | Mr. Nikhil Dilipbhai Bhuta |
|---|---|
| DIN | 02111646 |
| Age | 46years |
| Qualification | Chartered Accountant |
| Experience / Job Profile /Suitability Mr. Nikhil Bhuta is a qualified Chartered Accountant with over 25 years of entrepreneur | |
| experience. Mr. Bhuta has extensive exposure to various industries and assumed | |
| various functional positions, such as Chief Financial Officer, Country Head and Chief | |
| Executive Officer of different businesses. | |
| Mr. Bhuta has participated and contributed in development of various businesses; | |
| including Real Estate Industries, Infrastructure, Hospitality, Agritech, Mining, Oil & Gas, | |
| etc. across various parts of the World. | |
| Mr. Bhuta has specific experience of more than 10 years in the Real Estate Industries, | |
| where he had been involved in some of the landmark projects as listed below: | |
Development of 8 acres of land into residential complexes in the city of Mumbai |
|
Reclamation & Development of 1 million sq. ft. of land for development of a |
|
| township in East Africa, called “Horn of Africa” | |
Development of 4 Start Hotel Property in North Goa with total capacity of 110 rooms |
|
Worked extensively with PMC, Designers, Structural Engineers for developing a 250 |
|
| acres of land for a potential 7 star hotel property | |
Developed 500,000 sq. ft. of infrastructure for storage of petroleum products in East Africa |
|
Contributed in strategic growth, raising finance and setting up the strong |
|
| compliance team for operation and management of the Managed Office Business | |
| for EFC Group of Companies. |
Terms and Conditions of appointment
Mr. Bhuta has successfully raised capital on Indian (BSE), Canadian (TSX) and London (AIM) stock exchanges for various businesses to which he was part during his entrepreneurial journey, namely; 1) JB Indonesia Coal Mining Limited on AIM, London Stock Exchange, UK, 2) Djibouti Hydrocarbons Limited on TSX, Toronto Stock Exchange, Canada, 3) EFC (I) Limited, BSE, Bombay Stock Exchange, India and 4) TCC Concepts Limited, Bombay Stock Exchange, India. Also executed Term Sheet with SoftBank, Japan for raising capital for iMandi Pte Ltd (Agritech Platform in JV with IFFCO). Mr. Nikhil Bhuta is currently Whole Time Director of EFC (I) Limited. Director, liable to retire by rotation
Remuneration last drawn from the Nil Company
26
Notice
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| Remunerationproposed | As stated above inpoint No. c of this statement. |
|---|---|
| Past Remuneration | 5,00,000per month for FY 2023-24 |
| Justification for choosing the | N.A. |
| appointees as Independent | |
| Director | |
| Date of first appointment on the | 16/12/2022 |
| Board of the Company. | |
| Relationship with other Directors, | Part of Promoter Group and PAC with Directors Mr. Umesh Kumar Sahay and Mr. |
| Managers and other Key | Abhishek Narbaria |
| Managerial Personnel(s) of the | |
| Company | |
| Shareholding in the Company (as | 1,73,374 Equity Shares |
| on the date of AGM Notice) | |
| Directorships of other Board | 1. TCC Concept Limited |
| 2. Ek Design Industries Limited | |
| 3. Voxtur Bio Limited | |
| 4. S. Mohanlal Cargo Container Private Limited | |
| 5. Indian Shipping Container Manufacturers Association | |
| 6. Altrr Software Services Limited | |
| 7. Finsetu Technologies Private Limited | |
| 8. EFC Estate Private Limited | |
| 9. EFC REIT Private Limited | |
| 10. EFC Investment Advisors Private Limited | |
| Membership/Chairmanship of | 1. EFC (I) Limited – Audit Committee-Member |
| Committees of Board of Directors | 2. EFC (I) Limited - Stakeholder Relationship Committee-Member |
| of other companies | 3. E FC(I)Limited – Nomination and Remuneration Committee – Member |
| Comparative remuneration profile | The remuneration is as per Section 197 & 198 of the Companies Act, 2013 read with |
| with respect to industries, size of | Schedule V Companies Act, and is comparable to the remuneration of Director levels of |
| company, profile of the position | similar sized Companies. |
| and Person. | |
| Pecuniary Relationship directly | Part of Promoter Group and PAC with Directors Mr. Umesh Kumar Sahay and Mr. |
| or indirectly with the company or | Abhishek Narbaria |
| relationship with the managerial | |
| personnel. | |
| Recognition or awards | NA |
ix. Other Information
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Description Details
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| Reasons of loss or inadequateprofits | NA |
|---|---|
| Steps taken or proposed to be taken for improvement. | Considering present demand of business and market condition, it is expected to havegood revenue andprofit in near future. |
| Expected increase in productivity and profits in measurable terms |
Considering present demand of business and market condition, it is expected to havegood revenue andprofit in near future. |
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TCC Concepts Ltd / Annual Report 2023-24
ITEM NO. 7: To Regularise / Appoint Mr. Mangina Srinivas Rao (DIN: 08095079) as an Independent Director of the Company:
As per Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification
of Directors) Rules, 2014 and rule 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and other applicable rules regulations every Listed Company shall have requisite number of directors as Independent Directors on the Board.
In order to comply with the provisions of Section 149(4) of Companies Act 2013 it is proposed to regularize appointment of Mr. Mangina Srinivas Rao (DIN: 08095079) from Additional Independent Director to Independent Director of the Company.
The Company has received from Mr. Mangina Srinivas Rao (DIN: 08095079):
-
(ii) Consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
-
(iii) Intimation in Form DIR-8 in terms of Rule 14 of the said Rules to the effect that he is not disqualified under subsection (2) of Section 164 of the Companies Act, 2013 confirming his eligibility for such appointment and
-
(iv) A declaration to the effect that he meets the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 any person appointed as an additional director can hold office up to the date of ensuing Annual General Meeting.
Since Mr. Mangina Srinivas Rao (DIN: 08095079) was appointed as an Additional Director on the board on September 5, 2023 and his term of office will expire on the day of ensuing AGM. However, he can be regularized as a director with the approval of members of the Company at any general meeting. He fulfils the conditions for their appointment as Independent Director as specified in the Act and Listing Regulations.
The Nomination and Remuneration Committee has recommended the appointment of Mr. Mangina Srinivas Rao (DIN: 08095079) as an Independent Director for a period of Five years. He is not liable to retire by rotation. In the opinion of the Board Mr. Mangina Srinivas Rao (DIN: 08095079) fulfils the conditions as specified
in the Act and the Rules framed thereunder for appointment as Independent Director and he is independent from the management.
In compliance with the provisions of section 149 read with Schedule IV of the Act the appointment of
Mr. Mangina Srinivas Rao (DIN: 08095079) as an Independent non- executive Director is now being placed before the Members for their approval.
A copy of the draft letter for the appointment of Mr. Mangina Srinivas Rao (DIN: 08095079) as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the registered office of the Company during normal business hours on any working day between 11 a.m. to 1 p.m. from Monday to Friday till the date of Annual General Meeting of the members.
Mr. Mangina Srinivas Rao (DIN: 08095079) being appointee is interested in his appointment. Besides this none of the other Directors of the Company/their relatives are in any way concerned or interested financially or otherwise in the said resolutions.
The Board of Directors recommends the resolutions as set out at Item No. 6 for approval of the members as Special Resolution.
Brief Profile of Mr. Mangina Srinivas Rao (DIN: 08095079) {Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard 2 (SS-2)}
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| Name of the Director | Mr. Mangina Srinivas Rao |
|---|---|
| DIN | 08095079 |
| Age | 64 |
| Qualification | Bachelors of Commerce (Hons) from Delhi University and, completed his Master’s in Business Management from Asian Institute of Management, Philippines, and other executive courses from Cornel University,ASCI,Kansas State Universityetc. |
| Term of the Proposed Appointment |
5 years i.e. from 5 September, 2024 to 3 September, 2029 |
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Notice
Description Details
Experience
Mr. Srinivas Rao is an internationally acclaimed business visionary and strategist. Mr. Rao has been associated with organizations like ITC Ltd, IRRI, ICRISAT, TiE, BMGF and has expertise in the areas of corporate agri-business, structuring business models, profit center head, inclusive value chains, innovative use of ICT, and technological breakthroughs. Mr. Srinivas Rao has been supporting new and emerging businesses with mentorship, corporate governance, workshops, investor meets, advocacy, etc., across multiple domains such as real estate, pharma, agri-tech, ICT, FMCG, retail, etc.
Mr. Srinivas Rao has following educational credits to his name:
-
Bachelors in Commerce (Hons) from Delhi University
-
Master’s in Business Management from the Asian Institute of Management, Philippines Senior Executive Management Courses from;
-
Cornell University, Administrative Staff College of India,
-
Kansas State University,
-
Indian Institute of Management (Ahmedabad)
He was awarded the Alumni Achievement Award (AAA) in 2018 from his alma mater, the Asian Institute of Management. Further, his contributions in various business or social activities have been lauded by;
| He was awarded the Alumni Achievement Award (AAA) in 2018 from his alma mater, the Asian Institute of Management. Further, his contributions in various business or social activities have been lauded by; |
|
|---|---|
USAID, IRRI, Bill & Melinda Gates Foundation, US Dept of Agriculture,etc. |
|
| Directorship in other Companies |
i. EFC (I) Limited ii. Sumuka Agro Industries Limited iii. Droneacharya Aerial Innovations Limited iv. Balaxi Pharmaceuticals Limited v. Total Transport Systems Limited vi. EFC REIT Private Limited vii. CAPFIN India Limited |
| Chairman/Member in the Committees of the other Boards of companies [Includes only Audit Committee and Stakeholders Relationship Committee(SRC)] |
i. Balaxi Pharmaceuticals Limited-Member of Audit committee, ii. Droneacharya Aerial Innovations Limited-Member of Audit Committee and SRC, iii. Total Transport Systems Limited- Member of Audit Committee and SRC, iv. Sumuka Agro Industries Limited- Member of Audit committee. |
| Shareholdingin the Company | 37,840 Equityshares |
| Anyrelationshipwith KMP | NA |
| AnyRelationshipwith Promoter | NA |
| Disclosure of between directors inter-se |
NA |
Registered Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune 411 007. Date: September 3, 2024 Place: Pune
By Order of the Board For TCC Concept Limited
E-mail: [email protected] Website: www.tccltd.in
Divya Reejwani Company Secretary and Compliance Officer
Tel.: +91 8600461900
29