Thacker & Co. Ltd. - Proxy Solicitation & Information Statement 2024

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22[nd] April, 2024

The Manager, Corporate Relationship Department, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

Ref: Scrip Code- 509945

Dear Sir/Madam,

Subject: Notice of Postal Ballot – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

Pursuant to Regulation 30 of the Listing Regulations, we have enclosed a copy of the Postal Ballot Notice dated 30[th] March, 2024 together with the Explanatory Statement thereto, seeking approval of the members of the Company for Appointment of Mr. Amit Shah and Mr. Ajay Dedhia as a Non-Executive Independent Director of the Company by � way of electronic voting (remote e voting) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities & Exchange Board of India.

In Compliance with the relevant MCA Circulars, the Notice of Postal Ballot containing instruction is being sent only through electronic mode (i.e. through e-mail) to those Members whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, 19[th] April, 2024 (Cutoff Date) and whose email addresses are registered with the Company on the said date and the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot and the Members are required to communicate their assent or dissent through the remote e-voting system only.

Pursuant to Section 108 and other applicable provisions of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of SEBI Regulations, the Company is providing Remote e-voting facility to enable Members of the Company to cast their votes electronically on the matter set forth in the Notice. The Company has appointed M/s. National Securities Depository Limited, for facilitating Remote e-voting to enable the Members to cast their votes electronically, during the below mentioned period:

The Date and Time of commencement of remote e-voting:	Tuesday, 23rdApril, 2024 at 09:00 a.m. (IST).
The Date and Time of end of remote e- voting:	Wednesday, 22ndMay, 2024 at 05:00 p.m. (IST) and the facility shall be forthwith blocked

Web-Site: www.thacker.co.in , E-mail: [email protected] CIN No. : L21098MH1878PLC000033 GST No. : 27AAACT3200A1Z7

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Members of the Company who have not yet registered their email address are requested to get their email addresses registered by following the procedure mentioned in the Notice.

The result of the Postal Ballot through remote e-voting only will be announced on or before Thursday, 23[rd] May, 2024.

The said notice is also available on the website of the Company at www.thacker.co.in.

Kindly acknowledge the receipt and take the same on your record.

Thanking you,

Yours Faithfully,

For Thacker and Company Limited

SHEFALI MANISH PATEL Digitally signed by SHEFALI MANISH PATEL DN: c=IN, o=PERSONAL, title=9314, pseudonym=9df7217d5a0642e6925520c3179eafe4, 2.5.4.20=ef22dd8f94d3a12299c5bad11d97d973c478aa8fe5c7740ff3e6633f261ef5d9, postalCode=400068, st=Maharashtra, serialNumber=6e4ccaa17f85ca053c49ce7c3f12abc76a14cde852854c9549609abd66b8cf56, cn=SHEFALI MANISH PATEL Date: 2024.04.22 12:29:50 +05'30'

Shefali Patel Company Secretary and Compliance Officer ICSI Membership No.: A36462

Encl.: As Above

Regd. Off.: Bhogilal Hargovindas Building, Mezzanine Fl.18/20,K.Dubhash Marg, Mumbai-400001, India Corporate Office: Jatia Chambers, 60 Dr. V.B.Gandhi Marg, Mumbai-400001, India Tel: 91-22-43553333, Fax: +91-22-2265 8316 Web-Site: www.thacker.co.in , E-mail: [email protected] CIN No. : L21098MH1878PLC000033 GST No. : 27AAACT3200A1Z7

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THACKER AND COMPANY LIMITED

Regd. Off.: Bhogilal Hargovindas Building, Mezzanine Fl.18/20,K.Dubhash Marg, Mumbai-400001, India CIN No. : L21098MH1878PLC000033 Tel: 91-22-43553333, Fax: +91-22-2265 8316 Web-Site: www.thacker.co.in E-mail: [email protected]

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the Companies Act, 2013, read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 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 08, 2021, 3/2022 dated May 05, 2022, 11/2022 dated December 28, 2022 and 9/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed by the Members of Thacker and Company Limited (the “Company”) by means of Postal Ballot, only by way of remote e-voting (“e-voting”) process.

In terms of the MCA Circulars and in compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the Rules framed thereunder, 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. The instructions for e-voting are appended to this Notice.

Accordingly, in compliance with the requirements of the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those Members whose email address is registered with National Securities Depository Limited (NSDL) and therefore, the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot and the Members are required to communicate their assent or dissent through the remote e-voting system only.

The Board of Directors of the Company recommends approval of the Members for the Resolution appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolution setting out material facts and the reason for the Resolution is annexed hereto.

You are requested to peruse the proposed Resolutions along with its Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

SPECIAL BUSINESS:

Item No. 1:

To consider and approve, Appointment of Mr. Amit Shah (DIN: 00179393), as “Non-Executive Independent Director” of the Company and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI LODR Regulations”) (including any statutory modification or re-enactment thereof for the time being in force), and on the basis of recommendation of the Nomination and Remuneration Committee, Mr. Amit Shah (DIN: 00179393), who was appointed by the Board of Directors as an “Additional Director” in the capacity of Non-Executive Independent Director with effect from 30[th] March, 2024, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as “Non-Executive Independent Director” of the Company for a period of 5 years with effect from 30[th] March, 2024 till 29[th] March, 2029, and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT, the Board of Directors and Company Secretary of the Company, be and are hereby, severally, authorised to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution”.

Item No. 2:

To consider and approve, Appointment of Mr. Ajay Dedhia (DIN: 01026077), as “Non-Executive Independent Director” of the Company and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI LODR Regulations”) (including any statutory modification or re-enactment thereof for the time being in force), and on the basis of recommendation of the Nomination and Remuneration Committee, Mr. Ajay Dedhia (DIN: 01026077), who was appointed by the Board of Directors as an “Additional Director” in the capacity of Non-Executive Independent Director with effect from 30[th] March, 2024, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as “Non-Executive Independent Director” of the Company for a period of 5 years with effect from 30[th] March, 2024 till 29[th] March, 2029, and that he shall not be liable to retire by rotation.

By Order of the Board of Directors For Thacker and Company Limited

Date: 30[th] March, 2024 Place: Mumbai

Shefali Patel Company Secretary and Compliance officer (ICSI Membership No.: A36462 )

Notes:

The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (the “Act”), setting out material facts and reasons for the proposed resolutions is annexed hereto.
In Compliance with the aforesaid MCA Circulars, the Notice of Postal Ballot (“the Notice”) containing instruction is being sent only through electronic mode (i.e. through e-mail) to those Members whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, 19[th] April, 2024 (hereinafter called as “Cut-off Date”) and whose email addresses are registered with the Company/Depositories on the said date.
A copy of this Notice of Postal Ballot will also be available on the Company’s website at www.thacker.co.in, and on the Website of the Stock Exchange i.e. BSE Limited at www.bseindia.com, and on the Website of National Securities Depositories Limited (NSDL) at www.evoting.nsdl.com.
Members whose name appearing on the Register of Members / List of Beneficial Owners as on the Cut-Off date shall be eligible for Remote e-voting. A person who is not member on Cut-Off date should treat this notice for information purpose only.
Documents referred to in the Notice and the explanatory statement shall be available for inspection by the Members through e-mail. The Members are requested to send an e-mail to [email protected] for the same.
The Board of Directors of the Company has appointed Ms. Sarvari Shah (Membership No. FCS 9697 & Certificate of Practice No. 11717), Mumbai, Practicing Company Secretary, as Scrutinizer for conducting the Postal Ballot process (through remote e-voting only) in a fair and transparent manner.
In compliance with provisions of Sections 108 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014, as amended (“Rules”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company is providing Remote e-voting facility to enable Members of the Company to cast their votes electronically on the matters included in this Notice. The Company has appointed National Securities Depository Limited (hereinafter called as ”NSDL”) for facilitating Remote e-voting to enable the Members to cast their votes electronically instead of dispatching Postal Ballot Form.
The remote e-voting period commences from Tuesday, the 23[rd] April, 2024 (09:00 a.m. IST) to Wednesday, the 22[nd] May, 2024 (05:00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialised form, as on the Cut-Off Date i.e., Friday, 19[th] April, 2024, may cast their vote electronically. The Remote e-voting module shall be disabled by NSDL for voting thereafter and the voting shall not be allowed beyond the said date and time.
The Resolution, if passed by the requisite majority, shall be deemed to be passed on the last date specified for e-voting, i.e. Wednesday, the 22[nd] May, 2024 and as if it has been passed at a General Meeting of the Members.
A Member cannot exercise his/her vote through proxy on Postal Ballot. However, Institutional Members / Corporate Members (i.e. other than Individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., authorising its representative to vote through remote e-voting. The said Board Resolution/Authorisation shall be sent to the Scrutinizer through registered e-mail address to [email protected], with a copy marked to [email protected].
Upon completion of the scrutiny of electronic votes, the Scrutinizer will submit her report to the Chairman or Company Secretary of the Company. The result of the Postal Ballot will be announced on or before Thursday, 23[rd] May, 2024. The said results would be displayed at the Registered Office of the Company and on its website at www.thacker.co.in and on the website of National Securities Depositories Limited (NSDL) at www.evoting.nsdl.com and simultaneously communicated to the BSE Limited.
As per Regulation 40 of the SEBI Listing Regulations, as amended securities of listed companies can be transferred only in dematerialised form with effect from 01[st] April, 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, Members holding shares in physical form are requested to convert their holdings to dematerialised form. Members can contact the Company or Company’s Registrar and Share Transfer Agent for assistance in this regard.
The procedure for remote e-voting is as under:

Step 1 (A): Access to NSDL e-voting system in case of individual Shareholders holding shares in demat mode

Step 1 (B): Access to NSDL e-voting system in case of shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode .

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to - update their mobile number and email Id in their demat accounts in order to access e Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of
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Type of shareholders	Login Method	Login Method
Individual Shareholders	1. ExistingIDeASuser can visit the e-Services website of
holding securities in demat mode with NSDL.	2. 3.	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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depositorysite whereinyou can

see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders	1. Users who have opted for CDSL Easi / Easiest facility, can
holding securities in demat	login through their existing user id and password. Option
mode with CDSL	will be made available to reach e-Voting page without any
	further authentication. The users to login Easi /Easiest are
	requested to visit CDSL website www.cdslindia.com and
	click on login icon & New System Myeasi Tab and then
	user your existing my easi username & password.
	2. After successful login the Easi / Easiest user will be able to
	see the e-Voting option for eligible companies where the
	evoting is in progress as per the information provided by
	company. On clicking the evoting option, the user will be
	able to see e-Voting page of the e-Voting service provider
	for casting your vote during the remote e-Voting period or
	joining virtual meeting & voting during the meeting.
	Additionally, there is also links provided to access the
	system of all e-Voting Service Providers, so that the user
	can visit the e-Voting service providers’ website directly.
	3. If the user is not registered for Easi/Easiest, option to
	register is available at CDSL websitewww.cdslindia.com
	and click on login & New System Myeasi Tab and then
	click on registration option.
	4. Alternatively, the user can directly access e-Voting page by
	providing Demat Account Number and PAN No. from a e-
	Voting link available onwww.cdslindia.com home page.
	The system will authenticate the user by sending OTP on
	registered Mobile & Email as recorded in the Demat
	Account. After successful authentication, user will be able
	to see the e-Voting option where the evoting is in progress
	and also able to directly access the system of all e-Voting
	Service Providers.
Individual Shareholders	You can also login using the login credentials of your demat
(holding securities in demat	account through your Depository Participant registered with
mode) login through their	NSDL/CDSL for e-Voting facility. upon logging in, you will be able
depository participants	to see e-Voting option. Click on e-Voting option, you will be
	redirected to NSDL/CDSL Depository site after successful
	authentication, wherein you can see e-Voting feature. Click on
	company name or e-Voting service provider i.e. NSDL and you will
	be redirected to e-Voting website of NSDL for casting your vote
	during the remote e-Voting period
Important note:Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact
securities in demat mode with NSDL NSDL helpdesk by sending a request at [email protected]
or call at 022 - 4886 7000
Individual Shareholders holding Members facing any technical issue in login can contact
securities in demat mode with CDSL CDSL helpdesk by sending a request at
[email protected] or contact at toll free no.
1800 22 55 33
B) Login Method for e-Voting and joining virtual meeting for shareholders other than
Individual shareholders holding securities in demat mode and shareholders holding
securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a
Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL
eservices after using your log-in credentials, click on e-Voting and you can proceed to Step
2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client
account with NSDL. ID
For example if your DP ID is IN300 and
Client ID is 12 then your user ID is
IN30012**.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in Physical EVEN Number followed by Folio Number
Form. registered with the company
For example if folio number is 001 and
EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given below:
If you are already registered for e-Voting, then you can user your existing password to login
and cast your vote.
a) If you are using NSDL e-Voting system for the first time, you will need to retrieve the
‘initial password’ which was communicated to you. Once you retrieve your ‘initial
password’, you need to enter the ‘initial password’ and the system will force you to
change your password.
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b) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button
After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

How to cast your vote electronically on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period”.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail [email protected] with a copy marked to [email protected],in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking

on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at [email protected].

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 -

(A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

By Order of the Board of Directors For Thacker and Company Limited

Date: 30[th] March, 2024 Place: Mumbai

Shefali Patel Company Secretary and Compliance officer ( ICSI Membership No.: A36462 )

ANNEXURE TO THE NOTICE

The following explanatory statement sets out all the material facts relating to Item of business as mentioned in Item No. 1 & 2 in the accompanying Notice dated 30[th] March, 2024.

Item No. 1:

The current Composition of Board of Directors of the Company comprises of total 6 Directors out of which 3 Directors are Non-Executive Independent Directors, and 3 Non-Executive Non-Independent Directors.

Further Mr. Vinod Kumar Beswal’s second term as Non-Executive Independent Director of the Company would expire with effect from closing of business hours on 31[st] March, 2024.

Further the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) provides that, the top 2000 listed entities shall comprise of not less than 6 Directors on the Board of the Company and pursuant to the first proviso to Regulation 17(1E) of SEBI Listing Regulations if the vacancy in the Board is due to expiration of the term of office of any director, the resulting vacancy shall be filled by the listed entity not later than the date such office is vacated.

In view of above, as also to broad base the Board of the Company, the Board of Directors of the Company at their meeting held on 30[th] March, 2024, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Amit Shah (DIN: 00179393) as an “Additional Director” in the capacity of Non-Executive Independent Director of the Company for a period of 5 years with effect from 30[th] March, 2024 to 29[th] March, 2029, under Section 161 of the Companies Act, 2013 (‘the Act’), subject to approval of the Members of the Company.

In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of Independent Director requires approval of the Members of the Company.

Further, in terms of amendment in the SEBI Listing Regulations effective from 01[st] January, 2022, a listed entity shall ensure that approval of Members for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Mr. Amit Shah has given a declaration to the Board that he meets the criteria of Independence as provided under Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority. Mr. Amit Shah has also confirmed that he is not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgement and without any external influence. In the opinion of the Board, Mr. Amit Shah fulfils the conditions as specified in the Companies Act, 2013 and the Rules framed thereunder and SEBI Listing Regulations, for appointment as a Non-Executive Independent Director and his independence of the management.

In terms of Section 160 of the Act, the Company has received a Notice in writing from a member proposing the candidature of Mr. Amit Shah.

The draft of terms and conditions of appointment of the Mr. Amit Shah, as a Non-Executive Independent Director shall be available for inspection by the Members in electronic form on the website of the Company at www.thacker.co.in.

Disclosure under Regulation 36(3) of the Listing Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are set out in the Annexure to the Explanatory Statement.

Brief Profile of Mr. Amit Shah is as under:

Mr. Amit Shah, 62 years, holds a Bachelor's degree in Commerce (B.Com) from Mumbai University. He possesses extensive experience in supplying and trading of cut and polished diamonds and currently serves as a partner of Dia Exports Corporation.

Except Mr. Amit Shah and his relative(s) none of the other Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, monetarily or otherwise in proposed Special Resolution as set out in this Notice.

Item No. 2:

Further Mr. Basant Kumar Khaitan’s second term as Non-Executive Independent Director of the Company would expire with effect from closing of business hours on 31[st] March, 2024.

In view of above, as also to broad base the Board of the Company, the Board of Directors of the Company at their meeting held on 30[th] March, 2024, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Ajay Dedhia (DIN: 01026077) as an “Additional Director” in the capacity of Non-Executive Independent Director of the Company for a period of 5 years with effect from 30[th] March, 2024 to 29[th] March, 2029, under Section 161 of the Companies Act, 2013 (‘the Act’), subject to approval of the Members of the Company.

In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of Independent Director requires approval of the Members of the Company.

Mr. Ajay Dedhia has given a declaration to the Board that he meets the criteria of Independence as provided under Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority. Mr. Ajay Dedhia has also confirmed that he is not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgement and without any external influence. In the opinion of the Board, Mr. Ajay Dedhia fulfils the conditions as specified in the Companies Act, 2013 and the Rules framed thereunder and SEBI Listing Regulations, for appointment as a Non-Executive Independent Director and his independence of the management.

In terms of Section 160 of the Act, the Company has received a Notice in writing from a member proposing the candidature of Mr. Ajay Dedhia.

The draft of terms and conditions of appointment of the Mr. Ajay Dedhia., as a Non-Executive Independent Director shall be available for inspection by the Members in electronic form on the website of the Company at www.thacker.co.in.

Brief Profile of Mr. Ajay Dedhia is as under:

Mr. Ajay Dedhia, 65 years, holds a Bachelor's degree in Commerce (B.Com), Bachelor of General Law (BGL) from Mumbai University and Diploma In Business Management. He possesses experience of more than 27 years in business.

Except Mr. Ajay Dedhia and his relative(s) none of the other Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, monetarily or otherwise in proposed Special Resolution as set out in this Notice.

By Order of the Board of Directors For Thacker and Company Limited

Date: 30[th] March, 2024 Place: Mumbai

Shefali Patel Company Secretary and Compliance Officer (ICSI Membership No.: A36462)

ANNEXURE TO NOTICE

The Statement of disclosures pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard–2 on General Meetings, is as under:

==> picture [430 x 471] intentionally omitted <==

----- Start of picture text -----

Name of the Director Mr. Amit Shah Mr. Ajay Dedhia
DIN 00179393 01026077
Qualification Bachelor of Commerce Bachelor of Commerce,
Bachelor of General Law,
Diploma in Business
Management
Brief Resume and Expertise Mr. Amit Shah, 62 years, holds Mr. Ajay Dedhia, 65 years,
in specific functional area of a Bachelor's degree in holds a Bachelor's degree in
the Director Commerce (B.Com) from Commerce (B.Com), Bachelor
Mumbai University. He of General Law (BGL) from
possesses extensive Mumbai University and Diploma
experience in supplying and In Business Management. He
trading of cut and polished possesses experience of more
diamonds and currently serves than 27 years in business.
as a partner of Dia Exports
Corporation.
Date of appointment in the 30 [th] March, 2024 30 [th] March, 2024
Current Designation
Shareholding in the Nil Nil
Company
Directorships in other a. Listed Companies: NIL a. Listed Companies: NIL
Companies
b. Unlisted Companies: NIL b. Unlisted Companies:
Amit Clearing and Logistic
Private Limited
Memberships/Chairmanship Nil Nil
of Committees of Other
Companies
Inter-se relationship He is not related with any He is not related with any
between Directors and other Director and Key Managerial Director and Key Managerial
Key Managerial Personnel Personnel of the Company. Personnel of the Company.
Number of Meetings of the Nil Nil
Board attended during the
current financial year 2023-
24
Details of remuneration last Nil Nil
drawn from the Company
during the financial year
2022-23
----- End of picture text -----

AI assistant

Thacker & Co. Ltd. Proxy Solicitation & Information Statement 2024

62883_rns_2024-04-22_47c8864e-1279-4ef1-92af-1c76634b5939.pdf

Ref: Scrip Code- 509945

THACKER AND COMPANY LIMITED

NOTICE OF POSTAL BALLOT

SPECIAL BUSINESS:

Item No. 1:

Item No. 2:

Notes:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

- How do I vote electronically using NSDL e Voting system?

- Step 1: Access to NSDL e Voting system

How to cast your vote electronically on NSDL e-Voting system?

General Guidelines for shareholders

ANNEXURE TO THE NOTICE

Brief Profile of Mr. Amit Shah is as under:

Brief Profile of Mr. Ajay Dedhia is as under:

ANNEXURE TO NOTICE

AI assistant

Thacker & Co. Ltd. — Proxy Solicitation & Information Statement 2024

62883_rns_2024-04-22_47c8864e-1279-4ef1-92af-1c76634b5939.pdf

Ref: Scrip Code- 509945

THACKER AND COMPANY LIMITED

NOTICE OF POSTAL BALLOT

SPECIAL BUSINESS:

Item No. 1:

Item No. 2:

Notes:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

- How do I vote electronically using NSDL e Voting system?

- Step 1: Access to NSDL e Voting system

How to cast your vote electronically on NSDL e-Voting system?

General Guidelines for shareholders

ANNEXURE TO THE NOTICE

Brief Profile of Mr. Amit Shah is as under:

Brief Profile of Mr. Ajay Dedhia is as under:

ANNEXURE TO NOTICE

More from Thacker & Co. Ltd.

Thacker & Co. Ltd. Proxy Solicitation & Information Statement 2024