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TCC CONCEPT LIMITED Proxy Solicitation & Information Statement 2023

May 13, 2023

62499_rns_2023-05-13_91204b7a-47f6-428c-8088-c0edac0a5db8.pdf

Proxy Solicitation & Information Statement

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Aaswa Trading and Exports Limited

May 13 , 2023

To BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 Scrip Code: 512038

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of Postal Ballot.

Dear Sir/Ma’am,

Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed herewith a copy of the Postal Ballot Notice dated May 12, 2023 together with the Explanatory Statement thereto, seeking consent of the Members of Aaswa Trading and Exports Limited (“Company”), on the following items of special business:

Sr.
No.
Description of Resolution Type of
Resolution
1. Approval of the proposed Change of Name of the Company from Aaswa
Tradingand Exports Limited to TCC Concept Limited
Special
2. Reclassification of certain Promoters/ Promoter Group entities to “Public”
Shareholder Category
Ordinary
3. Alteration of Articles of Association of the Company Special

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs from time to time, the Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Registrar and Share Transfer Agent of the Company i.e. Link Intime India Private Limited (Link Intime), and the Depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited as on the cut-off date i.e. Friday, May 12, 2023.

The Company has engaged the services of Link Intime India Private Limited for facilitating remote e-voting to enable the Members to cast their votes electronically. The remote e-voting on the resolutions set out in the Postal Ballot Notice shall commence on Sunday, May 14, 2023 at 9:00 a.m. (IST) and shall end on Monday, June 12, 2023 at 5:00 p.m. (IST).

The Postal Ballot Notice is also being uploaded on the Company’s website at www.aaswatrading.com and on the website of Link Intime at www.linkintime.co.in. The results of the Postal will be announced on or before Wednesday, June 14, 2023 and will be uploaded on the Stock Exchanges and will also be placed on the Company’s website at www.aaswatrading.com and also on the website of Link Intime India Private Limited at www.linkintime.co.in in terms of Regulation 30 of the SEBI Listing Regulations.

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

Aaswa Trading and Exports Limited

This is for your information and records.

Thanking You, For Aaswa Trading and Exports Limited

Digitally signed by UMESH UMESH KUMAR SAHAY KUMAR SAHAY Date: 2023.05.13 14:18:41 +05'30' Umesh Kumar Sahay Director DIN: 01733060

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014)

To the members of the Company,

NOTICE is hereby given that the resolutions set out below are proposed to be passed by the members of Aaswa Trading And Exports Limited (“the Company”) by means of Postal Ballot including Electronic Voting(e-voting), pursuant to Section 110 and all other applicable provisions of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) (including any statutory modification(s)or re-enactment(s) thereof, for the time being in force), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force),

The Explanatory Statement pursuant to Section 102(1), 110 and other applicable provisions, if any, of the Act setting out all material facts and the reasons/rationale relating to the resolutions mentioned in this Postal Ballot Notice is attached.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company have appointed M/s. Sachapara & Associates, Practicing Company Secretaries (Membership No. A59034) as Scrutinizer for conducting the Postal Ballot / e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice.

In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI LODR Regulations, and SS-2, the Company is pleased to provide e-voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the services of Link Intime India Private Limited for facilitating e-voting. The Company has made necessary arrangements with Link Intime India Private Limited, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Postal Ballot Notice.

Members desiring to exercise their vote through the e-voting process are requested to carefully read

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 5:00 p.m. (IST) on June 12, 2023 . The e-voting facility will be disabled by Link Intime India Private Limited immediately thereafter and will not be allowed beyond the said date and time.

The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the results of voting by means of Postal Ballot will be announced not later than 48 hours from the conclusion of the e-voting i.e. on or before 14[th] June,2023 . The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice. and also by placing the same on the Company’s website : www.aaswatrading.in and on the website of RTA Agent, i.e. Link Intime India Private Limited. The results will simultaneously be communicated to the BSE.

The last date of e-voting, i.e. June 12, 2023, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS(S):

1. APPROVAL OF THE PROPOSED CHANGE OF NAME OF THE COMPANY FROM AASWA TRADING AND EXPORTS LIMITED TO TCC CONCEPT LIMITED:

To pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to section 4, 13 and 14 of the Companies Act, 2013, the Companies (Incorporation) Rules, 2014 and other applicable provisions and rules, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), regulations 45 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to the approvals of the central government, regulatory authorities, the existing name of the Company be changed from “Aaswa Trading and Exports Limited” to “TCC Concept Limited”.

“RESOLVED FURTHER THAT the name “Aaswa Trading and Exports Limited” wherever appearing in the Memorandum and Articles of Association and other documents etc. be substituted by the new name “TCC Concept Limited”.”

“RESOLVED FURTHER THAT the Board of Directors (‘the Board’, which term shall include any Committee authorised by the Board to exercise its powers including powers conferred on the Board by this resolution) and KMP of the Company, be and are hereby severally authorised on behalf of the Board / Members for making application for change of name, filing of necessary forms with the Ministry of Corporate Affairs, Registrar of Companies, Stock Exchanges, make the necessary application to the Central Government for the approval of the aforesaid name and to do all such acts, deeds, things and matters on behalf of the Company as it may in its absolute discretion deem necessary, proper or desirable and to settle any questions, difficulty, doubt that may arise in this regard and further to sign and execute documents, forms, applications and writings as may be necessary, proper, desirable or expedient to give effect to this resolution without being required to seek any further consent or approval of the shareholders of the Company.”

“RESOLVED FURTHER THAT any Directors or Company Secretary be and are hereby severally authorized to certify a copy of this resolution and furnish to all such authorities as may be necessary.”

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

2. RECLASSIFICATION OF CERTAIN PROMOTERS/ PROMOTER GROUP ENTITIES TO “PUBLIC” SHAREHOLDER CATEGORY:

To pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT the members be and hereby take on record the successful completion of the open offer given by Mr. Abhishek Narbaria and Mr. Umesh Kumar Sahay pursuant to the regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, whereby the Management Control of the company changed.

FURTHER RESOLVED THAT pursuant to the provisions of Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof for the time being in force) (“Listing Regulations”) and other applicable laws and subject to necessary approvals from the BSE Limited (“BSE”) (“Stock Exchange”) and such other approvals as may be necessary and in accordance with the recommendation of the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for reclassification of shareholders listed hereunder from "Promoter/ Promoters Group" category to "Public" category:

Sr.
No.
Name of the Promoter/Promoter
Group*
Present status Number of Equity
shares held
%
of
shareholding
1 Navnit CM Parikh Died 3,860 0.53%
2 Navinchandra Kantilal Morakhia Not traceable 50 0.01%
3 Sangeeta Sevantilal Morakhia Not traceable 50 0.01%
4 Shreyas Sevantilal Morakhia Not traceable 50 0.01%
5 Shripal Sevantilal Morakhia Not traceable 60 0.01%
6 Vimla Sevantilal Morakhia Not traceable 50 0.01%
7 Harsh Anubhai Javeri Not traceable 10 0.00%
8 SwarupH. Javeri Not traceable 10 0.00%
9 Urvashi A. Javeri Not traceable 10 0.00%
10 Akalu Holdings Pvt. Ltd. Not traceable 2,950 0.41%
11 Small Three Co-Ordinates Inv. P. Ltd. Not traceable 100 0.01%
Total 7,200 0.99%

RESOLVED FURTHER THAT any of the Directors and Company Secretary of the Company, be and are hereby severally authorized to intimate Stock Exchanges post Members' approval and to submit a reclassification application to the Stock Exchanges within the permitted time and execute all such forms, documents, instruments, papers and writings etc., on behalf of the Company, as may be required from time to time, to do and to perform all such acts, deeds, matters and things as may be necessary to give effect to this resolution and to settle any question, difficulty or doubt, that may arise in giving effect to aforementioned resolution.

RESOLVED FURTHER THAT a copy of the aforesaid resolution certified by any Director or the Company Secretary of the Company be provided to the concerned persons/ authorities as may be necessary.”

3. ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY:

To pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

RESOLVED THAT pursuant to the provisions of Sections 5, 14 and other applicable provisions, if any, of Companies Act, 2013, (“the Act”) read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the existing Articles of Association of the Company be and is hereby altered by adding new Article No. 89. new Article No. 89 is as given below:

Article No. 89: Pursuant to provision of Section 203 of the Companies Act, 2013, the Company can appoint same person as Chairman and Managing Director of the Company and he/she shall not liable to retire by rotation.

RESOLVED FURTHER THAT any of the Directors of the Company and the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

By order of the Board of Directors For Aaswa Trading and Exports Limited

Umesh Kumar Sahay Managing Director Din: 01733060 Dated this May 12, 2023 at Pune

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

Notes:

1. A Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is attached.

2. This Postal Ballot Notice is being sent to the members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Company / depository participant(s), as on May 12, 2023 (“Cut-off Date”). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system.

3. Voting rights shall be reckoned on the paid-up value of shares registered in the name of member/ beneficial owner (in case of electronic shareholding) as on cut off date May 12, 2023 .

4. Pursuant to the provisions of Section 108 and all other applicable provisions of the Act read with the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is pleased to provide e-voting facility to all its members, to enable them to cast their votes electronically and has engaged the services of Link Intime India Private Limited, RTA as the agency to provide e- voting facility. Instructions for the process to be followed for e-voting are annexed to this Postal Ballot Notice.

5. During the voting period, members can login to RTA’s-voting platform any number of times till they have voted on all the resolutions. Once the vote on resolutions cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

6. The e-voting period commences on Sunday, May 14, 2023 at 9:00 a.m. (IST) and ends on Monday, June 12, 2023 at 5:00 p.m. (IST). During this period, members of the Company, holding shares either in physical or dematerialised form, as on the cut-off date, that is on Friday, May 12, 2023 (including those Members who may not receive this Postal Ballot Notice due to nonregistration of their email address with RTA or the DPs, as aforesaid), can cast their vote only through the e-voting. The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by Link Intime India Private Limited upon expiry of the aforesaid period. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently.

7. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified for voting, that is , Monday, June 12, 2023. Further, resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.

8. The Scrutinizer will submit his report to the Chairman or any other person authorized by the

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

Chairman after the completion of scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced not later than 48 hours from the conclusion of e-voting and will also be displayed on the Company website http://www.aaswatrading.in/, on the website of Link Intime India Private Limited https://instavote.linkintime.co.in , and communicated to the stock exchanges and RTA.

9. All material documents referred to in the explanatory statement will be available for inspection at the Registered Office and corporate office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by e-voting. Alternately, Members may also send their requests to [email protected] from their registered e- mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period of the postal ballot.

10. Members who have not registered their e-mail addresses are requested to register the same with the Company’s Registrars and Transfer Agents / Depository Participant(s) for sending future communication(s) in electronic form.

11. A member need not use all his / her / its votes nor does he / she / it need to cast all his / her / its votes in the same way.

12. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (‘‘THE ACT”)

ITEM NO. 1: APPROVAL OF THE PROPOSED CHANGE OF NAME OF THE COMPANY FROM AASWA TRADING AND EXPORTS LIMITED TO TCC CONCEPT LIMITED:

Considering the change of object of the Company and statutory requirement given under Regulation 45 of SEBI(LODR) Regulations, 2015, at the Board meeting held on May 12, 2023, the Directors of the Company put forward the proposal to change the name of the Company by new name “ TCC CONCEPT LIMITED ”.

The Board of Directors discussed the same and is of the opinion that the name of the company be changed from ‘Aaswa Trading and Exports Limited’ to ‘TCC CONCEPT LIMITED ’. As a result of change in the name, the Clause 1 of the Memorandum of Association is also required to be suitably amended which requires approval of members by way of special Resolution.

Certificate from a practicing chartered accountant stating compliance with conditions provided in sub-regulation (1) of regulation 45 of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 is as stated below:

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

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Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

==> picture [468 x 620] intentionally omitted <==

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

ITEM NO. 2: RECLASSIFICATION OF CERTAIN PROMOTERS/ PROMOTER GROUP ENTITIES TO “PUBLIC” SHAREHOLDER CATEGORY:

Mr. Abhishek Narbaria and Mr. Umesh Kumar Sahay pursuant to the regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 gave an open offer dated 17[th] June, 2022, whereby the Management Control of the company changed now.

11 Promoters (excluding the Promoter Sellers), holding 7200 (Seven Thousand Two Hundred) equity shares, consisting of 0.99 % of the voting Share Capital of the Company. Out of 11 promoters, 1 promoter Mr. Navnit C M Parikh holding 3860 equity Shares is passed away and rest 10 promoters are not traceable. As per SEBI instruction and email, total 3340 equity shares of 10 untraceable Promoters transferred to Demat Suspense Account. Hence the present Management will file application in accordance with Regulation 31A of the SEBI (LODR) Regulations reclassify then in to Public Category the same is already specified in Open offer document. This said fact was intimated to the members and was part of the open offer documents.

The Company has received consent letter from Mr. Chintan N. Parikh, son of late Navnit C M Parikh, to reclassify him in Public Category. Details of Promoters to be reclassified in Public category is as stated under:

Sr.
No.
Name of the Promoter/Promoter
Group*
Present status Number
of
Equity
shares
held
%
of
shareholding
1 Navnit C M Parikh Died 3,860 0.53%
2 Navinchandra Kantilal Morakhia Not traceable 50 0.01%
3 Sangeeta Sevantilal Morakhia Not traceable 50 0.01%
4 Shreyas Sevantilal Morakhia Not traceable 50 0.01%
5 Shripal Sevantilal Morakhia Not traceable 60 0.01%
6 Vimla Sevantilal Morakhia Not traceable 50 0.01%
7 Harsh Anubhai Javeri Not traceable 10 0.00%
8 SwarupH. Javeri Not traceable 10 0.00%
9 Urvashi A. Javeri Not traceable 10 0.00%
10 Akalu Holdings Pvt. Ltd. Not traceable 2,950 0.41%
11 Small Three Co-Ordinates Inv. P. Ltd. Not traceable 100 0.01%
Total 7,200 0.99%

Confirmation by the Outgoing Promoters

Management is unable to take request letter from the Outgoing Promoters as out of 11 outgoing promoters 1 promoter is passed away and 10 Promoters are not traceable and for the same the Company has already published newspaper advertisement. Copy of newspaper advertisement is posted on the website of the Company http://www.aaswatrading.in

Confirmation by the Company

As at the date of this Notice, the Company is compliant with the following conditions specified in Regulation 31A(3)(c) of the said Listing Regulations and is accordingly competent to make an

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

application to the Stock Exchanges for their approval for reclassification of status of the said Outgoing Promoters to ‘Public’ shareholder category.

  • a) The Company is in compliance with requirements of minimum public shareholding as required under Regulation 38 of the Listing Regulations;

  • b) The trading in equity shares of the Company have not been suspended by the Stock Exchanges where equity shares of the Company are listed;

  • ~~c)~~ The Company does not have outstanding dues to the SEBI, Stock Exchanges or the Depositories.

Impact of Reclassification from Aaswa Trading and Exports Limited’s Promoters/ Promoter Group

As at date, the total Promoters/ Promoter Group holding in the Company is at 69.54%. In the event, the reclassification is approved by the Members of the Company and the Stock Exchanges, the total Promoters/ Promoter Group holding in Aaswa Trading and Exports Limited shall reduce from 69.54 % to 68.55 %.

The New Promoters/Acquirers, Mr. Abhishek Narbaria and Mr. Umesh Kumar Sahay pursuant to the regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 including SPA & through the open offer dated 17[th] June, 2022 acquired 493520 (68.54%) paid up capital of the Company. Also, the management of the company accordingly changed. Mr. Abhishek Narbaria and Mr. Umesh Kumar Sahay promoters of the company no way connected with the earlier Promoter/Promoters group.

Board’s Consideration and Recommendations

At their meeting held on May 12, 2023, the Board of Directors of the Company analysed the present status of Outgoing Promoters and their 3340 Equity shares transferred in Demat Suspense Account as per instruction received from SEBI.

The Board also considered members’ confirmations in this matter and the impact of the proposed reclassification.

Upon perusal of the above, the Board of Directors of the Company approved the Reclassification of the 11 Outgoing Promoters, subject to approval of the Members and the Stock Exchanges.

None of the Outgoing Promoters and persons related to them shall vote to approve the reclassification request as prescribed under the Regulations.

None of the Directors of the Company are interested in this proposal.

The Board recommends passing of the proposed resolution as stated in Item No.2 as an Ordinary Resolution and requests Members’ approval for the same.

ITEM NO. 3: ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY:

In the Meeting of Board of Directors held on May 12, 2023, it was proposed to appoint Mr. Umesh Kumar Sahay, (Managing Director) as “Chairman” of the Company. According to provision given under Section 203 of the Companies Act, 2013 an individual shall not be appointed or reappointed as the chairperson of the company, in pursuance of the articles of the company, as well as the managing

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

director of the company at the same time after the date of commencement of Companies Act, 2013 unless the articles of such a company provide otherwise. To comply this provision and appoint Mr. Umesh Kumar Sahay (managing Director) as Chairman of the Company, you company need to add Article relating thereto in existing AOA which require approval of members by way of Special Resolution.

None of the Directors of the Company except Mr. Umesh Kumar Sahay, being a Managing Director and promoters of the company and his relative are interested in this proposal.

The Board recommends passing of the proposed resolution as stated in Item No. 3 as Special Resolution and requests Members’ approval for the same.

By order of the Board of Directors For Aaswa Trading and Exports Limited

Umesh Kumar Sahay Managing Director Din: 01733060 Dated this May 12, 2023 at Pune

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

INFORMATION AND INSTRUCTIONS RELATING TO VOTING THROUGH E-VOTING

Note : Please read the instructions carefully before exercising your vote.

Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), Aaswa Trading and Exports Limited (“the Company”), is pleased to provide remote e-Voting facility to its Members through the e-Voting platform of Link Intime India Private Limited (“LIIPL”) for the approval of resolution as set in the attached Postal Ballot Notice. In this regard, your Demat Account/Folio Number has been enrolled by the Company for your participation in remote e-voting on the Resolution placed by the Company on the remote e-Voting system, in respect of the business elaborated in the notice.

Sr. No. Description of Resolution
1. APPROVAL OF THE PROPOSED CHANGE OF NAME OF THE COMPANY FROM AASWA
TRADING AND EXPORTS LIMITED TO TCC CONCEPT LIMITED
2. RECLASSIFICATION OF CERTAIN PROMOTERS/ PROMOTER GROUP ENTITIES TO “PUBLIC”
SHAREHOLDER CATEGORY
3. ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY

The Board of Directors of the Company has at its meeting held on May 12, 2023 recommended to the shareholders, the passing of Special/Ordinary Resolutions to approve the aforesaid matter by way of Postal Ballot through remote e-voting.

The Company has engaged the services of Link Intime India Private Limited (“LLIPL”) as the agency to provide remote e-voting facility.

In accordance with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to the Members whose names appear on the Register of Members/list of Beneficial Owners as on Friday, May 12, 2023 (“ Cut-off date ”) and whose e-mail addresses are registered with the Company/Depositories and members can vote only through the remote e-voting process . Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically.

The Postal Ballot Notice along with the Explanatory Statement, instructions and manner of remote e- Voting process is available on the Company’s website: www.aaswatrading.in, relevant sections of the websites of the stock exchanges (www.bseindia.com ) and website of Link Intime India Pvt. Ltd: https://instavote.linkintime.co.in. The same can also be accessed / viewed through the below mentioned link:

To view / download Postal Ballot Notice www.aaswatrading.in

To view / download remote e-voting instructions www.aaswatrading.in

Cut-off date
[for determining the Members entitled to vote on
the resolutions setforth in this notice]
Friday, May 12, 2023
Remote e-voting period -
Commencement of Remotee-Voting
Sunday, May 14, 2023 at 9:00 a.m. (IST)
Remote e-voting period –
End of Remote e-Voting
Monday, June 12, 2023 at 5.00 p.m. (IST)

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in

[Remote e-voting module shall be disabled post this date]

E-voting link:

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Type of shareholder E-voting link
Individual Shareholders holding https://eservices.nsdl.com or directly through your
securities in Demat mode with National depository participant
Securities Depository Limited
Individual Shareholders holding https://web.cdslindia.com/myeasinew/home/login or
securities in Demat mode with Central directly through your depository participant
Depository Services (India) Limited
Individual shareholders holding https://instavote.linkintime.co.in
securities in physical form/ Non-
Individual Shareholders holding
securities in Demat mode
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Your e-voting Information:

EVENT No. User ID PAN / Sequence Number

The remote e-voting facility will be available at the link https://instavote.linkintime.co.in from Sunday, May 14, 2023 at 9.00 a.m. (IST) till Monday, June 12, 2023 at 5.00 p.m. (IST). During this period shareholders of the Company, may cast their vote electronically. The remote e-voting module shall be disabled for voting after Monday, June 12, 2023 at 5.00 p.m. (IST). Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

The process and manner for remote e-voting are detailed in the notes forming part of the attached Notice. In case the shareholders have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and Instavote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or write an email to [email protected] or Call us :- Tel : 022 - 49186000.

The results of the Postal Ballot will be announced on or before Tuesday, June 13, 2023 and will be intimated to the Stock Exchanges where the Company’s shares are listed, placed on the website of the Company at www.aaswatrading.in and on the website of LIIPL.

*** For any other assistance or clarification, members may contact Mr. Umesh Kumar Sahay, Managing Director of the Company at [email protected]**

Regd. Office: 32, Milan Park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 Corp. Office: 6th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L51100GJ1984PLC024704 I Cont.: +91 86696 63441 Email Id: [email protected] I Website: www.aaswatrading.in