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TGV SRAAC LIMITED — Proxy Solicitation & Information Statement 2020
Mar 4, 2020
60892_rns_2020-03-04_7614021e-740e-487d-a242-62295dbf46f3.pdf
Proxy Solicitation & Information Statement
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TGV SRAAC LIMITED
(Formerly Sr1e Rayalaseema Alkalies and Allied Chemicals Ltd.) 6-2-1012, 2nd Floor, TGV Mansion, Khairatabad, Hyderabad - 500004, India. Phone : +91-40-23313842, Fax: 040-23313875, Cell : +91 98483 09777 E-mail : [email protected] ; hyd_;[email protected] http://www.tgvgroup.com, CIN: L24110AP1981PLC003077

REF:TGVSL:SECL:BSE:2019-20:
March 4, 2020
BSE LIMITED, PHIROZE JEEJEEBHOY TOWERS, 25th FLOOR, DALAL STREET, M U M B A I - 400 001 Phone: 022-22721233 I 34
Dear Sirs,
Notice of Postal Ballot and ElectronkVoting
We enclose, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a copy of the Postal Ballot Notice Dt.20.02.2020 together with the Explanatory Statement thereto, seeking approval of the Members for reappointment of Executive Directors (three) of the Company and remuneration payable
to them. A specimen Postal Ballot Form is also enclosed. Thanking You,
Yours faithfully For TGV SRAAC LIMITED
(VRA�HY) CGM ft COMPANY SECRETARY
Encl : As Above


TGV SRAAC LIMITED
(formerly Sree Rayalaseema Alkalies and Allied Chemicals Limited} {CIN : L2411OAP1981 PLC003077) Regd. Office: Gondiparla, Kurnool - 518 004 (A.P.) Web: www.tgvgroup.com, email: [email protected] Ph.No.08518/280006,7,8 Fax No.08518-280098
POSTAL BALLOT NOTICE
TO THE MEMBERS OF THE COMPANY
Notice pursuantto Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and
Administration) Rules, 2014. NOTICE IS HEREBY GIVEN thatthe Resolution set out hereunder for reappointment of Executive Directors (Three) of the Company is proposed to be passed by means of Postal Ballot and Electronic Voting (a-voting). The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Resolution is annexed,
The Board of Directors of your Company in the Board Meeting held on 20.02.2020 have appointed Mr. M; Nirmal Kumar Reddy, Practicing Chartered Accountant, Kurnool, as the Scrutinizer for scrutinizing the Postal Ballot and
e-voting process. Members have the option to vote either by Postal Ballot or through a-voting. Members opting to vote by Postal Ballot are requested to read carefully the instructions printed on the Postal Ballot Form and return the same, completed and signed, in the enclosed self-addressed postage prepaid envelope, so as to reach the Scrutinizer on or before the close of working hours on Monday, the 6th April, 2020. Members· who opt for e-voting are requested to read carefully the instructions given in the Notes forming part of this Notice. Based on the Scrutinizer's Report, the Results of the Postal Ballot and e-voting will be declared on Wednesday,
the 8th April, 2020 at the Registered Office of the Company i.e., Gondiparla, Kurnool.The declared Results,along with the Scrutinizer's Report, will be available on the Company's corporate website www.tgvgroup.com under the section 'Investors' and will also be forwarded to the Stock Exchanges (BSE) where the Company's shares are listed. Central Depository Services (India) Ltd. (CDSL), engaged by the Board of Directors of the Company for facilitating e-voting, will also display these Results on its website www.tgvgroup.com.
SPECIAL BUSINESS
1) To consider and, if thought fit, to pass the following resolution as a Special Resolution for Reappointment of Sri K. Karunakar Rao as Executive Director (Fin. & Cammi.,) and for fixation of Remuneration.
"RESOLVED THAT pursuant to Section 196, 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and subject to required statutory approval as may be necessary, the Members of the Company hereby ratify the Board approval for reappointment of Sri K. Karunakar Rao (DIN:02031367)as Executive Director (Fin.&Comml.,) fora period of two years i.e., from 11-05-2020 to 10-05-2022 in its meeting held on 20.02.2020, upon the recommendation of Nomination and Remuneration Committee Meeting held on 17 .02.2020 on the following remuneration.
RESOLVED FURTHER THAT the members noted that during the tenure of reappointment Sri K. Karunakar Rao will be crossing 70 years on 14-06-2020 and hence approval is accorded by way of Special Resolution.
RESOLVED FURTHER THAT Sri K. Karunakar Rao will be paid Rs.2,00,000/- per month as Consolidated salary+ allowances, perquisites and other benefits as per.the Rules of the Company. Perquisites shall be evaluated as per Income Tax Rules or at actual costs. However, the following will not be included in the above perquisites limit.
- a) Company's contribution to Provident Fund, Pension and Superannuation Fund will not be included in computation of the ceiling or perquisites to the extent of these either singly or put together are not taxable under the Income Tax Act.
- b) Use of Company Car for Official purpose and phone at residence/Cell phone for official purpose (including payment of local and long distance calls).
- c) Earned/privileged leave on full pay and allowance as per Rules of Company. Leave accumulated and not availed during the tenure may be en cashed as per Rules of the Company.
RESOLVED FURTHER THAT· in the event of absence or inadequacy of Profits in any financial year the aforesaid remuneration shall be treated as minimum remuneration in pursuance to Schedule V of the Companies Act, 2013 and any amendment thereof from time to time.
RESOLVED FURTHER THAT Sri V. Radhakrishna Murthy, CGM and Company Secretary is hereby authorized to file Form MGT-14, Form MR-1 and other related forms with MCA/ROCand to digitally sign the same to comply with statutory formalities."
2) To consider and, if thought fit, to pass the following resolution as a Special Resolution for Reappointment of Sri N. Jesvanth Reddy as Executive Director (Technical) and for fixation of Remuneration ..
"RESOLVED THAT pursuant to Section 196, 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and subject to required statutory approval and ratify as may be necessary, the Members of the Company hereby ratify the Board approval for Reappointment of Sri N. Jesvanth Reddy (DIN:03074131) as Executive Director (Technical) for a period of two years Le., from 11-05-2020 to 10-05-2022 in its meeting held on 20.02.2020 upon the recommendation of Nomination and Remuneration Committee Meeting held on 17 .02.2020 on the following remuneration.
RESOLVED FURTHER THAT Sri N. Jesvanth Reddy will be paid Rs.2,00,000/- per month as Consolidated salary + allowances, perquisites and other benefits as per the Rules of the Company. Perquisites shall be evaluated as per Income Tax Rules or at actual costs. However, the following will not be included in the above perquisites limit.
- a) Company's contribution to Provident Fund, Pension and Superannuation Fund will not be included in computation of the ceiling or perquisites to the extent of these either singly or put together are not taxable under the Income Tax Act.
- b) Use of Company Car for Official purpose and phone at residence/Cell phone for official purpose (including payment of local and long distance calls). c) Earned/privileged leave - on full pay and allowance as per Rules of Company. Leave accumulated and
- not availed during the tenure may be encashed as per Rules of the Company. ·
RESOLVED FURTHER THAT in the event of absence or inadequacy of Profits in any financial year the aforesaid remuneration shall be treated as minimum remuneration in pursuance to Schedule V of the Companies Act, 2013 and any amendment thereof from time to time.
RESOLVED FURTHER THAT Sri . V. Radhakrishna Murthy, CGM and Company Secretary is hereby authorized to file Form MGT-14, Form MR-1 and other related forms with MCA/ROC and to digitally sign the same to comply with statutory formalities."
3) To consider and, if thought fit, to pass the following resolution as a Special Resolution for Reappointment of Sri Go pal Krishan as Executive Director (Technical) and for fixation of Remuneration.
"RESOLVED THAT pursuant to Section 196, 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and subject to required statutory approval as may be necessary, the Members of the Company hereby· approve and ratify the Board recommendation for · Reappointment of Sri Go pal Krishan (DIN:05342348) as Executive Director (Technical) for a period of Two Years i.e., from 01-02-2020 to 31-01-2022 in the Board Meeting held on 20.02.2020.upon the recommendation of Nomination and Remuneration Committee Meeting held on 17.02.2020 on the following remuneration. ·
RESOLVED FURTHER THAT the members noted that at the beginning of reappointment tenure Sri Gopal Krishan is 70 years of age and hence approval is accorded by way of Special Resolution. ·
RESOLVED FURTHER THAT Sri Gopal Krishan will be paid Rs.2,00,000/- per month as Consolidated salary + allowances, perquisites and other benefits as per the Rules of the Company. Perquisites shall beevaluated as per Income Tax Rules or at actual costs. However, the following will not be included in the above perquisites limit.
- a) Company's contribution to Provident Fund, Pension and Superannuation Fund will not be included in computation of the ceiling or perquisites to the extent ofthese either singly or put together are not taxable under the Income Tax Act.
- b) Use of Company Car for Official purpose and phone at residence/Cell phone tor official purpose (including payment of local and long distance calls).
c) Earned/privileged leave - on full pay and allowance as per Rules of Company. Leave accumulated and not availed during the tenure may be encashed as per Rules of the Company.
RESOLVED FURTHER THAT in the event of absence or inadequacy of Profits in any financial year the aforesaid remuneration shall be treated as minimum remuneration in pursuance to Schedule V ofthe Companies Act, 2013 and any amendment thereof from time to time.
RESOLVED FURTHER THAT Sri V. Radhakrishna Murthy, CGM and Company Secretary is hereby authorized to file Form MGT-14, Form DIR-12, Form MR..:1 and other related forms with MCNROC and to digitally sign the same to comply with statutory formalities."
By order of the Board Sd/- CS RADHAKRISHNA MURTHY V COMPANY SECRETARY
Place : Hyderabad Date : 20th February, 2020
NOTES:
- (i) The Postal Ballot Notice is being·sent to the Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories on Wednesday, 4th March, 2020. The Postal Ballot Notice is being sent in electronic· mode· to· those Members who have registered their e-mail addresses with the Company or with the Depositories and in physical mode to the
- other Members. (ii) Voting rights will be reckoned on the paid-up value of shares registered in the name of the Members on Wednesday, the 4th March, 2020 (cut-off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off datewill be entitled to cast their votes by Postal Ballot or e-voting. A person who is not a
- Member on the cut-off date should accordingly treat this Notice as for information purposes only. (iii) Members can opt for only one mode of voting l.e, either Postal Ballot ore-voting .. In case any Member votes both by Postal Ballot and e-voting, the votes cast through e-voting shall prevail and the votes cast
- through Postal Ballot shall be considered invalid. (iv) The Special Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified fore-voting or receipt of duly completed Postal Ballot Forms i.e. Monday, 6th April, 2020.
The procedure with respect toe-voting is provided below:-
-
- In case of Members who receive the Postal Ballot Notice in electronic mode:
-
(i) The voting period begins on Saturday,07-03-2020 at 9.00 · A.M. and ends. on Monday, 06-04-2020 at 5.00 P.M. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 04.03�2020 (Wednesday), may cast their vote electronically. Thee-voting module shall be disabled by CDSL for voting thereafter. (ii) The shareholders should log on to thee-voting website www.evotingindia.com. (iii) Click on Shareholders. (iv) Now Enter your User ID
-
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the
- Company. (v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. (vii) If you are a first time user follow the steps given below:
| Fo M be sh in D F d Ph si l F h ld in at r e m rs a re s e m o rm a n ca o rm o g y |
|
|---|---|
| PA N |
En te 1 O d i it al ha ric * PA N is ed b In T D rt nt ( A lic bl fo bo th r g p -n u m e su y co m e ax e pa m e pp a e r yo ur ). de at ha ho ld el l a ph ic al ha ho ld m s re e rs a s w s ys s re e rs |
| M be ho ha ot pd ed t he ir PA N ith t he C /D at si to P rti ci nt • e m rs w ve n u w a re o m pa ny e po ry a pa ed t th fir st t le tte f th ei d th 8 di its f th be st re q ue o us e e w o rs o r na m e an e g o e se q ue nc e nu m r ( th A dd S li ) in te d on e re ss p pr |
|
| In th be r i le th 8 di its nt th lic bl be f O 's b ef th • c as e e se q ue nc e nu m s ss a n g e er e ap p a e n um r o or e e be ft th fir st tw ha ct of th in C A P IT A L le tt . I f is R h E nu m r a er e o c ra er s e na m e er s. yo ur n a m e a m es g r 1 fie Ku ith be t he te r R A 00 00 00 0 1 in th PA N ld m a r w s eq ue nc e nu m n en e |
|
| Di vi de nd Ba nk D ai ls et |
En te r t he D iv id nd B nk D et ai ls Da te f Bi rt h (in d d/ / fo at ) a rd ed in d at e a o r o m m yy yy rm s re co e m y o ur t o r i th rd in rd r t lo in ac co un n e co m p a ny re co s o e o g |
| O R Da te f o Bi rth (D O B ) |
If bo th t he d et ils ot rd ed ith t he d si to le te r t he be r i d • a a re n re co o r c en m e m w e po ry o m pa ny p as e I f ol io b in th D iv id nd B nk d ai ls fi ld io d in in io et nt st ct (iv ). n um er e e a e a s m e ne ru n |
(v ) m |
fte S A nt in th de ta ils ria te l lic k " U B M IT " t ab r e er g es e a pp ro p y, c on |
| (ix ) |
M be h ld in sh in h ic al f ill th di ct l h th C el tio e m rs o g a re s p ys or m w e n re y re ac e o m p a ny s ec n· s cr ee n. Ho be h ld in sh in d at fo ill ch 'P rd C at io n' he in w ev er , m e m rs o g a re s e m rm w n ow r ea as sw o re m e nu w re he ir lo in rd in he d fie ld th th ui d to nd at il te r t t . K in d l te at a re en g p a ss w o n ew p as sw or no ey re q re m a or y y th is is b al d b th de h ld fo in fo lu tio f a th rd to at ot p as sw o e so se e m o e rs r v g r re so ns o ny o e r c u y o m pa ny hi ch th li ib le to ot vi d ed th at pt fo in th h C D S L pl fo . I t i ot at on w ey a re e g v e, p ro c o m pa ny o s re -v g ro ug rm s nd ed ot t sh rd ith th d ta ke tm st t st l ro ng re co m m e n o a re y o ur p as sw o w a ny o e r pe rs o n an u o c a re o y nf id ia l. ke rd nt c o e ep y ou r p as sw o · |
| (x ) |
f fo Fo M be h ld in sh in h ic al th de ta ils be d l tin t he r e m rs o g a re s p ys or m e c a n u se on y r e- vo g on , lu tio nt ai d in th is N tic re so ns c o ne o e. |
| (x i ) |
C lic k th EV S N fo r t he le nt < C N hi h ch to ot > on e re va o m pa ny a m e o n w c yo u o os e v e. |
| (x ii ) |
O S O IO S C IO th tin ill "R E LU T N D E R IP T N " d in st t he th tio n e vo g pa ge yo u w se e an ag a s a m e e op n , "Y ES /N O " fo in . S el ct th tio Y E S N O de si d . T he pt io Y ES im lie th at nt ot r v g e e op n or a s re o n p s o as se y u to th Re lu tio d N O im lie th di nt to th Re lu tio tio at e so n an op n p s y o u ss e e so n. |
| (ii ) ix |
C S O IO S if lic k th "R E L U T N F IL E LI N K " is h to ie th tir Re lu tio de ta ils on e yo u w v w e en e so n |
| (iv x) |
A fte th lu tio ha d id ed lic k " S U B M IT ". A fir io bo ill el tin t te at r s e re so n ve ec o vo o n, c on c on m n ec g yo u x w be If is h nf irm lic k " O K " el ch lic k d is pl ed to ot t ot w c o o ur v e, c on se o a ng e yo ur v e, c on ay yo u y , "C C A N E L' nd rd in l d if ot a a cc o g y m o y yo ur v e. |
| (v x) |
O "C O N F IR M " ot th lu tio ill t be llo ed to d if ot nc e yo yo ur v e on e re so n , y o u w no a w m o y yo ur v e. u |
| (x vi ) |
Y al ta ke rin f t he ot t b lic ki "C lic k he to rin t" pt io th V in t o ot ou c a n so a p v es c as y c ng o n re p o n on e g pa ge |
| (x vi i ) |
If d ho ld ha th lo in rd he En th Us I D nd he at t fo ot te t te t im a e m a cc o un e r s e g p as sw o n r e er a rg n ag e rif ic at io de nd lic k t P d & nt th de ta ils pt ed th F b st ve n co a c on as sw or e er e a s pr o m e or go y sy em |
| (x vi ii ) |
S ha ho ld ls st th ei ot in C D S L' b ile -V ot in ai la bl fo nd id b d re e rs c an a o ca r v e us g s m o a pp m g av e r a ro a se b ile T he be d nl de d fr G le P la St A le nd W in d ph -V ot in m o s. ca n ow oa om o o g or e. pp a ow s o ne m g ap p y do nl ad t he f t he A S to nd t he W in d Ph S to iv el . P le ct us er s ca n w o a pp ro m pp re a ow s o ne re r es pe y as e fo llo th in st ct io b th bi le hi le ot in b ile pt ed w e ru ns a s e m o a pp w v g on yo ur m o pr om y |
| (x ) ix |
fo l S C No te r N In d iv id ha ho ld nd to d ia o n ua re e rs a us ns - |
| No In d iv id l sh ho ld (i. ot he th In d iv id ls H U F N R I et ) d C to d ia n- ua a re e rs e r a n ua c. an us n ar e • - , , nd he lv to to tin in d ia is te r t C te ui d lo on a m se es a s w w w .e vo g .c o m r eg o rp o ra s. re q re g · |
|
| A ed f th Fo th d of t he it sh ul d be Re is tr at io b rin st si nt s ca nn o e rm e am p an e y o • c o py g n ea g g n ile d to h l pd k. in g@ cd sl i.n d ia ot em a e es ev .c o m · |
|
| A fte he d ai ls C lia Us ho ul d be ed th ad in nd ei vi t lo in et at si lo in r r a o m p nc e er s c re ng e m g a • ec ng g u . T he C lia Us ld b ab le li k th (s ) f hi ch he is h rd to t t to ot o m p nc e er w ou e n e ac co un or w y w v pa ss w o on |
|
| T he li f l in ke d in he lo in ho ul d be ile d h l de sk tin @ cd sl in d ia st ts t to o ac co un g s m a e p .e vo g .c o m • d f t he ts th ul d be bl to st th ir te l o an on a cc o un ey w o a e c a e vo a pp ro va |
|
| A ed f t he B rd R lu tio d Po f A (P O A ) w hi ch h is ed in tt th s ca nn o oa es o n an er o av e su c o py w or ne y ey • fa f th C to d ia if ho ul d be lo ad ed in PD F fo at i th st f t he vo ur o e us n, an s u p rm n e sy em or y, tin iz to if th sc ru er e sa m e v er y |
|
| (x x) |
ef In ha rie i rd in tin t he F nt l A sk ed c as e ve a ny q ue s or ss ue s· re ga g e- vo g yo u m ay r er re q ue y. yo u , Q st io d l a ila bl at tin in d ia d he l ct io ( "F A Q s" ) tin ue ns an m a nu a va e w w w .e vo g .c o m un e r p se n or e- vo g , rit il t he l pd sk tin @ cd sl in d ia w e an e m a o e .e vo g .c o m |
| 4 |
EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013) (Annexed to the Notice dated 20th February, 2020)
ITEMN0.1
Shareholders may be aware that earlier approval for Re-appointment of Sri K. Karunakar Rao as Executive Director (Fin. & Comml.,) in the Annual General Meeting held on 26-12-2018 will expire on 10�05-2020. In view of the increased operations of the Company and implementation of future plans, and on consideration of Nomination and Remuneration Committee recommendation, dated 17-02-2020, the Board has re-appointed Sri K. Karunakar Rao as Executive Director (Fin. & Comm I.,) in its meeting held on 20-02-2020 subject to Shareholders' approval by way of Postal Ballot pursuant to Sec.110 of the Companies Act, 2013 on remuneration as explained in the Resolution. It may kindly be noted that Sri K. Karunakar Rao will cross the age of 70 years on 14.06.2020 and hence members approval by way of Special Resolution is required to comply with the provislons of Schedule Vof Part I (c) read with Sec.196 of Companies Act, 2013.-
Annexure
I. General Information
(1) Nature of Industry : Manufacturer's of Chiaro Alkalie Chemicals, Chloromethanes, Castor Oil Derivatives, Fatty Acids and Power Generation.
Name Change : Name of the Company has been changed from M/s. Sree Rayalaseema Alkalies and Allied Chemicals Limited to M/s. TGV SRAAC LIMITED, CIN : L2411OAP1981 PLC003077 for easy recognition and identification vide RoC Approval Dt.14.10.2017.
(2) In case of new companies, expected date of commencement of activities as per project approved by the financial institutions appearing in the prospectus : - Not Applicable -
| (R in C s) s. ro re |
|||
|---|---|---|---|
| Pa ic la rt rs u |
Y E nd d ea r e . 3 1. 0 3 .2 0 19 |
Y En d d ea r e 31 .0 3 .2 0 18 |
Y En d ed ea r 31 .0 3 .2 0 17 |
| Re fr tio ve nu e om o pe ra ns |
12 04 .5 7 |
10 72 .0 8 |
10 04 .9 7 |
| Pr of it Be fo In te st re re , |
|||
| D ci at io d T ep re n an ax |
23 9 0 7. |
20 1. 8 1 ' |
13 8 .9 9 |
| N P fit et ro a s pe r |
|||
| Pr of it d Lo A t an ss cc o un |
68 .4 0 |
29 .6 1 |
16 .5 8 |
| C E ui t pi ta l q y a |
96 .6 9 |
91 .8 5 |
87 .2 7 |
. (3) Financial Performance : (Audited)
(4) Foreign Investment or Collaboration, if any: - Not Applicable -
II. Information about the appointee:
- (1) Background details : Sri K. Karunakar Rao is about 70 Years old (as on 14.06.2020) is a Chartered Accountant having more than 45 Years of Experience in the fields of Finance, Commercial and Administration. Associated with the company for ·the past 37 years since incorporation. He is not holding any Directorship in other listed entity.
- (2) Past Remuneration: Same as mentioned in the Resolution. (3) Job Profile and his suitability : General administration of the cornpany: Finance & Commercial Departments of the Company and he is declared as Chief Executive Officer (CEO) of the Company by the Board to comply with statutory requirement.
- (4) Remuneration Proposed : Existing Remuneration has been recommended by Nomination and Remuneration Committee and Board of Directors which is appropriate and reasonable, keeping in view of Responsibility, Rights and Accountability of the incumbent.
- (5) Comparative Remuneration with respect to Industry, size of the Company, profile of the position and person : Considering the size of the Company and thejob profile of the position and the credentials and performance of the appointee, the remuneration proposed is moderate and reasonable and compares well with that of similar companies.
(6) Pecuniary relationship directly or indirectly with the Company or relationship with the Managerial Personnel, if any : Sri K. Karunakar Rao is Executive Director of the company. He is not related to any Directors or KMP or Promoters. He is holding 50Equity Shares of the Company.
m. Other Information :
(1) Steps taken or proposed to be taken for improvement of the Company:
Expansion Programme of Chloromethanes Project is in implementation. Modernization programme is under implementation in Chemical division. Once these programmes are completed, the profitability of the company is envisaged for further improvement in view of these projects.
(2) Expected Increase in productivity and profits in measurable terms :
Depending upon the nature of the Industry, .it has not been predicted accurately.
IV. Disclosures :
The Company being a Listed Company, the provisions of Corporate Governance are applicable and hence required details are furnished here to comply with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 read with schedule V of Companies Act, 2013. Your Directors commend the Special Resolution for your approval and ratification. None of the Directors and
KMP except Sri K. Karunakar Rao is deemed to be interested in this Special Resolution.
ITEMN0.2
Shareholders may be aware that earlier approval for Re-appointment of Sri N. Jesvanth Reddy as Executive Director (Technical) in the Annual General Meeting held on 26-12-2018 has expired on 10-05-2020 -. In view of the increased operations of the Company and implementation of future plans and on consideration of Nomination and Remuneration Committee recommendation dated 17-02-2020, the Board has re-appointed Sri N. Jesvanth Reddy as Executive Director (Technical} in its meeting held on 20-02-2020 subject to Shareholders' approvals by way of Postal Ballot pursuant to Sec.110 of the Companies Act, 2013 on remuneration as explained in the Resolution.
Annexure. I. General Information
- (1) Nature of Industry: Same as details furnished under the Item No. I (1)
- (2) In case of new companies, expected date of commencement of activities as per project approved by the financial institutions appearing in the prospectus: - Not Applicable-
- (3) Financial Performance: Same as details furnished under the Point No. I (3) of Item No.1
- (4) Foreign Investment or Collaboration, if any: Not Applicable -
- II.. Information about the appointee:
- 1) Background details: Sri N. Jesvant Reddy is about 66 Years old and possessing B.E(Mechanical) Degree having more 40 Years of experience in Chemicals and Paper Industry and he is associated with the company for more than 30 Years. He has been declared as "OCCUPIER" of the Factory to comply with Statutory Provisions. He is not holding any Directorship in other listed entity.
- (2) Past Remuneration : Same as mentioned in the Point No. II (2) of Item No. 1
- (3) Job Profile and his suitability :To take care of all Technical Matters including Mechanical and to ensure over all plant safety, Maintenance and Management of Technical Personnel, Project Management execution of future strategic plans and ensuring preventive measures for future risks.
- (4) Remuneration Proposed : Existing Remuneration has been recommended by Nomination and Remuneration Committee and Board Directors which is appropriate and reasonable, keeping.in view of Responsibility, Rights and Accountability.·
- (5) Comparative Remuneration with respect to Industry, size of the Company, profile of the position and person: Considering the size of the Company and the job profile of the position and the credentials and performance of the appointee, the remuneration proposed is moderate and reasonable and compares well with that of similarcompanies.
(6) Pecuniary relationship directly or indirectly with the Company or relationship with the Managerial Personnel, if any : Sri N. Jesvant Reddy is not having any pecuniary relationship with the company except that he is in employment of the company and he is not related to any Directors or Promoters. He is not holding any shares in the company. .
Ill. Other Information:
- (1) Steps taken or proposed to be taken for improvement of the Company : Same as mentioned in the Item No. 1 (Ill) (1).
- (2) Expected Increase in productivity and profits in measurable terms : Same as mentioned in the Item No. 1 (Ill) (2). .
IV. Disclosures :
The Company being a Listed Company; the provisions of Corporate Governance are applicable and hence required details are furnished here to comply with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 read with schedule V of Companies Act, 2013. Your Directors commend the Special Resolution for your approval and ratification. None of the Directors and
KMP except Sri N. Jesvanth Reddy is deemed to be interested in this Special Resolution.
ITEMN0.3
Share holders may be aware that earlier approval for Re-appointment of Sri Gopal Krishan as Executive Director (Technical) in the Annual General Meeting held on 26-12-2018 has expired on 31-01-2020. In view of Sec. 196 of Companies Act, 2013, he cannot act as Executive Director from 01.02.2020 as the Board approval for reappointment Dt.28.01.2020 is not effective as he crossed 70 Years. However, he continue to be Director. In view of the increased operations of the Company and implementation of future plans and on consideration of Nomination and Remuneration Committee recommendation dated 17-02-2020, the Board in its meeting held on 20.02.2020 recommended for reappointment of Sri Gopal Krishan as Executive Director (Technical) subject to Shareholders' approval by way of Postal Ballot pursuant to Sec.11 O of the Companies Act, 2013 on remuneration as explained in the Resolution. It may kindly be noted that Sri Gopal Krishan has attained the age of 70 years on 01-02-2020 and hence members approval by way of Special Resolution is required to comply with the provisions of Schedule V Part I (c) read with Sec.196 of the Companies Act, 2013 for his reappointment with retrospective effect from 01.02.2020 and for his remuneration.
Annexure
- I. General Information
- (1) · Natureoflndustry: SameasinltemNo.1(1).
- (2) In case of new companies, expected date of commencement of activities as per project approved by the financial institutions appearing in the prospectus: - Not Applicable-
- (3) Financial Performance : Same as details furnished under the Point No. I (3). (4) Foreign Investment or Collaboration, if any: Not Applicable -
- II. Information aboutthe appointee:
- (1) Background details : Sri Gopal Krishan is 70 Years old (as on 01.02.2020} and he is Bachelor of Engineering (B.E) and Master of Business Administration (MBA) having more than 45 Years of experience in Chiaro Alkalie Industry. He is not holding any Directorship in other listed entity.
- (2) Past Remuneration: Same as mentioned in Point No. II (2) of Item No. 1
- (3) Job Profile and his suitability : To take care of technical matters of the Plant, Maintenance, Execution of expansion and future plans of the company, over all responsibility of future. plans design and participation strategic plans.
-
(4) Remuneration Proposed : Existing Remuneration has been recommended by Nomination and Remuneration Committee and Board of Directors which is appropriate and reasonable, keeping in view of Responsibility, Rights and Accountability.
-
(5) Comparative Remuneration with respect to Industry, size of the Company, profile of the position and person : Considering the size of the Company and the job profile of the position and the credentials and performance of the appointee, the remuneration proposed is moderate and reasonable and compares well with that of similar companies.
- (6) Pecuniary relationship directly or indirectly with the Company or relationship with the Managerial Personnel, if any: Sri Gopal Krishan is Technical Professional and he is not having any relationship with the Promoters. He is not holding any shares in the company'. He has no relationship with other Directors.
· Ill. Other Information:
(1) Steps taken or proposed to be taken for improvement of the Company :
Same as mentioned in the Item No. 1 (Ill} (1).
(2) Expected Increase in productivity and profits in measurable terms:
Same as mentioned in the Item No. 1 (Ill} (2}.
IV. Disclosures :
The Company being a Listed Company, the provisions of Corporate Governance are applicable and hence · required details are furnished here to comply with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 read with scheduled Vof Companies Act, 2013.
Your Directors commend the Special Resolution for your approval and· ratification. None of the Directors and KMP except Sri Gopal Krishan is deemed to be interested in this Special Resolution.
| Na of th D ire ct m e e or |
Sr i K . K ka r R ar un a ao |
S ri N . J h nt Re dd es va y |
S ri G l K ris ha o pa n |
|---|---|---|---|
| Da f Bi h te rt o |
14 , 1 9 50 Ju ne |
1 1 19 54 Ju ne , |
Fe br 1 , 1 9 50 ua ry |
| f A Da te in tm t o pp o en |
M 1 1 ,2 01 0 ay |
M 1 1 ,2 0 10 ay |
No be r 0 7 , 2 01 4 ve m |
| Ex rie in S ci fic pe nc e pe a re as |
M th 45 o re a n ye a rs in t he f ie ld f rie o ex pe nc e Fi d ts in na nc e an ac co un C he ic l In d ie tr m a us s. |
M th 40 o re a n ye a rs rie in d ex pe nc e an p a pe r C he ic al In d tr ie m us s |
M th 45 of o re a n ye a rs ri in fie ld of ex pe e nc e s C h ie A lk li Pe tr r- a o , C he ic al Po Pl nt m s, w er a s d A lli ed C he ic al an m s. |
| Q lif ic io at ua ns |
C C B. .,A A o m |
B .E ( M ha ni l ) ec ca |
B. E . ( C he ic al ) a nd M B A m |
| S ha ho ld in in t he C re g o m pa ny |
50 E ui t S ha q y re s |
N il |
N il |
| D ire ct sh i in th L is te d or p o er En tit ie s |
N il |
N il |
N il |
| M be hi in C itt in e m rs p o m m ee s ot he Li st ed E nt iti r es |
N il |
N il |
N il |
Details of Directors seeking reappointment (Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015
By order of the Board
Sd/-
Place : Hyderabad Date : 201hFebruary, 2020 CS RADHAKRISHNA MURTHY V COMPANY SECRETARY

. TGV SRAAC LIMITED
(formerly Sree Rayalaseema Alkalies and Allied Chemicals Limited) Regd. Office: Gondiparla, Kurnool - 518 004, Andhra Pradesh. Tel:08518-280006,Fax:08518-280098 CIN: L24110AP1981PLC003077, Website: www.tgvgroup.com, email: [email protected]
POSTAL BALLOT FORM
(To be returned to Scrutinizer appointed by TGV SRMC LIMITED)
To, The Equity Shareholders,
Fill up the following particulars
| S I.N o |
Pa ic ul rt ar s |
De ta ils |
|---|---|---|
| 1. | Na e( s) /M be r( s) ( In cl ud in Jo in t- ho ld if ) m em g er s, a ny |
|
| 2. | Re gi ed dd st er a re ss |
|
| 3. | Re gi ed F ol io N ./ C lie nt ID N ( A lic ab le to st er o o pp in sh in d ia liz ed fo ) st ho ld in at ve or s g ar es em er rm |
|
| 4. | No f S ha (s ) he ld . o re |
I/We hereby exercise my/our vote in respect of Special Resolutions as specified in the Notice dated 20/02/2020 to be passed through Postal Ballot for the business stated in the said Notice by conveying my I our assent or dissent to the said resolutions inthe relevant box below by placing the tick (v'") mark at the appropriate box below (tick mark in both the boxes will render the ballot invalid).
| S I. No |
De rip tio sc n |
Ty f pe o Re lu tio so n |
I a t t th ss en o e lu tio re so n (F ) or |
I d is nt to th se e lu tio re so n (A in st ) ga |
|---|---|---|---|---|
| 1. | f S R in ri K K ka R Ex ut iv tm nt o a ru na r ao as ec e e ap po e . & I. ,) D ir C d fo r f ix io of R tio to r ( F in at ec o m m an n e m un e ra n. |
S ci l pe a |
||
| 2. | f S ri N Je th R dd Ex ut iv R in tm nt o sv an e y as ec e ea p po e D ir to nd fo r f ix at io of R tio r ( T hn ic al ) a ec n e m u ne ra n ec |
S ci l pe a |
||
| 3. | f S ri G l K ris ha E iv D ir R in tm nt ut to o n as ec e ec r ea p po e o pa x f fi of (T hn ic al )a nd at io R tio or x n e m u ne ra n ec |
S ci l pe a |
| Pl ac e Da te |
Si at of th Sh eh ol de gn ur e e ar r |
|---|---|
| E- ai l: Te l N # # m o: |
|
INSTRUCTIONS
-
- This Ballot Form is provided for the benefit of Members (Equity Shareholders) who do not have access toe-voting facility. 2. A Member can opt for only one mode of. voting i.e. either through e-voting or by Ballot. If a
- Member casts votes by both modes, then voting done through e-voting shall prevail and Ballot
- shall be treated as invalid. 3. For detailed instructions on e-voting, please see notes annexed to the Notice . 4. The Scrutinizer will collate the votes down loaded from the e-votlnq system and votes received through post to declare the final result for each of the Resolutions forming part ofthe Notice of Postal Ballot.
Process and manner for Members opting to vote by using the Ballot Form:
-
- Please complete and sign the Ballot Form (no other form or photo copy thereof is permitted) and send it so as to reach the Scrutinizer appointed by the Board of Directors of the Company, Mr. M. Nirmal Kumar Reddy, Practicing Chartered Accountant, (Membership No. FCA 211032), at 6-2-1012, 2nd Floor, TGV Mansion, Opp. Institution of Engineers, Khairatabad, Hyderabad - 500 004, Telangana. Members please insert ballot· paper in the envelop while
- sending to the Scrutinizer. 2. The Form should be signed by the Member as per the specimen signature registered with the Company /Depositories. In case of joint holding, the Form should be completed and signed by the first named Member and in his/her absence, by the next named jointholder. A Power of Attorney (POA) holder may vote on behalf of a Member, mentioning registration number of the POA registered with the Company or enclosing an attested copy of the POA. Exercise of vote by Ballot is not permitted through proxy. 3. In case the shares are held by Companies, Trusts, Societies, etc. the duly completed Ballot
- Form should be accompanied by a certified tru·e copy of the relevant Board Resolution I
- Authorization. 4. Votes should be cast in case of each resolution, either in favour or against by putting the tickv) mark in the column provided in the Ballot. ·
-
- The voting rights of shareholders shall be in proportion of the shares held by them in the paid up Equity Share capital of the company as on 04/03/2020 (Wednesday) and as per the Register .of Members of the Company. 6. Duly completed Ballot Form should reach the Scrutinizer not later than Monday, the
- 6th April, 2020 (5.00 P.M. IST). Ballot Form received after 06/04/2020 will be strictly treated as if
- the reply from the Members has not been received. 7. A Member may request for a duplicate Ballot Form, If so required. However, duly filled in and signed duplicate Form should reach the Scrutinizer not later than the date and time specified in Serial No.6 above. ·
-
- Unsigned, incomplete, improperly or incorrectly tick marked Ballot Forms will be rejected. A Form will also be rejected if it is received torn, defaced or mutilated to an extent which makes it difficult for the Scrutinizer to identify either the Member or as to whether the votes are in favour or against or if the signature cannot be verified. ·
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- The decision of the Scrutinizer on the validity of the Ballot Form and any other related matter shall be final.
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- The results declared along with Scrutinizer's Report, shall be placed on the Companytswebsite www.tgvgroup.com and on the websiteof Central Depository Services (India) Limitedwithin two days of the passing of the Resolutions Le., . on Wednesday, the 8th April, 2020, and communicated to the BSE Limited, where the shares of the Company are listed.