Tilaknagar Industries Ltd — Proxy Solicitation & Information Statement 2023

Sep 27, 2023

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September 27, 2023

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400001 Scrip Code : 507205

To,

National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051. Symbol : TI

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

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Postal Ballot Notice dated September 27, 2023, seeking approval of the members of the Company, by way of remote e-voting process for:

1. Re-appointment of Maj Gen Dilawar Singh (Retd.)(DIN: 08216047) as Independent Director of the Company

2. Re-appointment of Mr. Satish Chand Mathur (DIN:03641285) as Independent Director of the Company

Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the Register of Members / Register of Beneficial Owners, as on Friday, September 22, 2023 (“Cut-off Date”), received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories.

The Company has engaged the services of the Central Depository Services (India) Limited (“CDSL”) for the purpose of providing remote e-voting facility to its Members. The e-voting facility will be available during the following period:

Commencement of remote e-voting	From 9.00 a.m. (IST) on Thursday, September 28, 2023
End of remote e-voting	Till 5.00 p.m. (IST) on Friday, October 27, 2023

The Postal Ballot Notice is also available on the Company's website at www.tilind.com.

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

Thanking you,

Yours faithfully,

For Tilaknagar Industries Ltd.

ABHINAV Digitally signed by ABHINAV GUPTA GUPTA Date: 2023.09.27 21:14:13 +05'30'

Abhinav Gupta Chief Financial Officer Encl: a/a

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CIN: L15420PN1933PLC133303

Registered Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra-413 720 Corporate Office: 3[rd] Floor, Industrial Assurance Building, Churchgate, Mumbai, Maharashtra-400 020 Email : investor@tilind.com, Website: www.tilind.com, Phone: +91 22 22831716/18, Fax: +91 22 22046904

POSTAL BALLOT NOTICE

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

**REMOTE E-VOTING STARTS ON **	**REMOTE E-VOTING ENDS ON **
Thursday, September 28,2023	Friday, October 27, 2023

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘the Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) vide its General Circular No.14/2020 dated April 8, 2020; General Circular No. 17/2020 dated April 13, 2020; General Circular No. 22/2020 dated June 15, 2020; General Circular No. 33/2020 dated September 28, 2020; General Circular No. 39/2020 dated December 31, 2020; General Circular No 10/2021 dated June 23, 2021; General Circular No. 20/2021 dated December 8, 2021; General Circular No. 3/2022 dated May 5, 2022; General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 (collectively referred to as ‘MCA Circulars’), to transact the special business as set out hereunder by passing Special Resolutions by way of postal ballot only by voting through electronic means (remote e-voting).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice (‘Notice’) is being sent by Tilaknagar Industries Ltd. (‘the Company’) only through electronic mode to those Members whose email addresses are registered with the Company / Registrar and Transfer Agent (‘RTA’) / Depository Participants (DPs). 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 process for registration of email address is appended in the Notes to this Notice. In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. The Company has engaged the services of the Central Depository Services (India) Limited (“CDSL”) for the purpose of providing remote e-voting facility to its Members.

The Explanatory Statement pursuant to Sections 102 and 110 and other applicable provisions of the Act, pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof are annexed to this Notice.

This Notice is being sent to all the Members, whose names have appeared in the Register of Members/List of Beneficial Owners maintained by the Depositories as on the cut-off date i.e. Friday, September 22, 2023. The Members/Beneficial Owners as on the cut-off date are entitled to vote under the e-voting facility offered by the Company and any other recipient of the Notice who has no voting rights should treat this Notice for information purpose only.

Members desiring to exercise their vote through the remote e-voting facility arranged by the Company are requested to carefully read the instructions and follow the procedure as stated in the Notes forming part of this Notice for casting of votes not later than 5:00 p.m. (IST) on Friday, October 27, 2023 . The remote e-voting facility will be disabled by CDSL immediately thereafter and voting shall not be allowed beyond the said time and date.

The Board of Directors of the Company has appointed Mr. Pradyumansinh Vala, Practicing Company Secretary (FCS-5193 C.P.No. 4237)as the Scrutiniser to scrutinise the remote e-voting process in a fair and transparent manner.

After completion of scrutiny of the votes cast, the Scrutiniser will submit his report to the Chairman or any other person authorised by him. The results declared, along with the Scrutiniser’s Report, shall be announced by the Chairman or such person as authorised on or before Monday, October 30, 2023 at the Corporate Office of the Company. The Scrutiniser’s decision on the validity of votes cast will be final. The declaration/announcement of the results as stated above shall be treated as declaration of results at a duly convened General Meeting of the Members. The Results declared along with the Scrutinizer’s Report shall be placed on the website of the Company i.e. www.tilind.com and CDSL i.e. www.evotingindia.com and shall also be forwarded to the Stock Exchanges on which shares of the Company are listed i.e. National Stock Exchange of India Limited and BSE Limited.

RESOLUTIONS TO BE PASSED THROUGH POSTAL BALLOT

SPECIAL BUSINESS:

1. Re-appointment of Maj. Gen. Dilawar Singh (Retd.) (DIN: 08216047) as an Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as a SPECIAL RESOLUTION :

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (‘the Act’) [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, Maj. Gen. Dilawar Singh (Retd.) (DIN: 08216047), who was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from October 31, 2018 and expiring on October 30, 2023 (both days inclusive) and who being eligible for re-appointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby reappointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 3 (three) consecutive years on the Board of the Company with effect from October 31, 2023 upto October 30, 2026 (both days inclusive);

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

2. Re-appointment of Mr. Satish Chand Mathur (DIN: 03641285) as an Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as a SPECIAL RESOLUTION :

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (‘the Act’) [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, Mr. Satish Chand Mathur (DIN: 03641285), who was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from October 31, 2018 upto October 30, 2023 (both days inclusive) and who being eligible for re-appointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 3 (three) consecutive years on the Board of the Company with effect from October 31, 2023 upto October 30, 2026 (both days inclusive);

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

For Tilaknagar Industries Ltd.

Place: Mumbai Date : September 27, 2023

Amit Dahanukar Chairman & Managing Director

Registered Office:

P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra-413 720

Notes:

1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 setting out all the material facts with respect to each item of the Special Business is annexed hereto.

2. Brief profile and other additional information pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General ‐

Meetings (SS 2) issued by the Institute of Company Secretaries of India, in respect of the Directors seeking reappointment, is also annexed to the Notice.

1. In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from Bigshare Services Private Ltd., the Company’s Registrar and Transfer Agent (‘RTA’) / Depositories as on Friday, September 22, 2023 (‘Cut-Off date’) and whose email addresses are registered with the Company/ RTA/Depository Participants (in case of electronic shareholding)or who will register their email address in accordance with the process outlined in this Notice and the ‐

communication of assent/dissent of the members will only take place through the remote e voting system.

1. Hence, in accordance with the MCA Circulars, physical copies of Postal Ballot Notice along with Postal Ballot Forms and pre‐paid business reply envelope are not being sent to the shareholders for this Postal Ballot and shareholders are ‐

required to communicate their assent or dissent through the remote e voting system only.

1. The Postal Ballot Notice is also placed on the website of the Company i.e. www.tilind.com and CDSL i.e. www.evotingindia.com.

2. Members who wish to inspect the documents referred to in the Notice or Explanatory Statement may send their requests at investor@tilind.com from their registered email address mentioning their Name, Folio Number / DP ID & Client ID until the last date of remote e-voting period of this Postal Ballot i.e. Friday October 27, 2023.

3. The Company is pleased to provide remote e-voting facility to its Members, to enable them to cast their votes electronically through the Electronic Voting (e-voting) Services provided by Central Depository Services (India) Limited. (CDSL). The instructions for remote e-voting are mentioned in Note No.28 of this Notice. A Member shall only avail this facility as per the instructions provided herein.

4. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off date i.e. Friday, September 22, 2023. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

It is however clarified that, all Members of the Company as on the Cut-Off date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company / RTA / Depositories) shall be entitled to vote in relation to the aforementioned resolutions in accordance with the process specified in this Notice.

1. The remote e-voting shall commence on Thursday, September 28, 2023 at 9:00 a.m. (IST) and shall end on Friday, October 27, 2023 at 5:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off date may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

2. The voting for this Postal Ballot cannot be exercised through proxy.

3. During the voting period, Members can login to CDSL’s e-voting platform any number of times till they have voted on the Resolutions. Once the vote on a Resolution is casted by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

4. The Board of Directors has appointed Mr. Pradyumansinh Vala, Practicing Company Secretary (FCS-5193 C.P.No. 4237) as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

5. The Scrutinizer will submit his report to the Chairman/any other Director/Key Managerial Personnel as may be authorized by the Chairman after completion of the e-voting. The results will be declared on or before Monday, October 30, 2023 at the Corporate Office of the Company and will also be displayed on the website of the Company i.e. www.tilind.com and CDSL i.e. www.evotingindia.com and shall also be forwarded to the Stock Exchanges on which shares of the Company are listed i.e. National Stock Exchange of India Limited and BSE Limited.

6. Resolutions passed by Members through Postal Ballot are deemed to have been passed (if approved by requisite majority) as if they have been passed at a duly convened General Meeting of the Members. The resolutions, if approved by the requisite majority shall be deemed to have been passed on the last date of voting, i.e., Friday, October 27, 2023.

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

8. Members who have not registered their e-mail address with the Company can now register the same by sending an e- mail at investor@tilind.com and/or by sending a request to Bigshare Services Pvt. Ltd., Registrar and Share Transfer Agent (RTA) through e-mail at investor@bigshareonline.com or contact at (022) 6263 8200. Members holding Shares in demat form are requested to register their e-mail address with their DP only. The registered e-mail address will be used for sending future communications.

9. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for a long time. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.

10. As per Regulation 40 of the SEBI Listing Regulations and recent circulars, SEBI has mandated listed companies to issue securities in dematerialised form only while processing service requests pertaining to viz. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition.

11. SEBI has mandated the updation of PAN, contact, Bank account, specimen signature and nomination details, against folio / demat account. PAN is also required to be updated for participating in the securities market, deletion of name of deceased holder and transmission / transposition of shares. As per applicable SEBI Circular, PAN details are to be compulsorily linked to Aadhar details by the date specified by Central Board of Direct Taxes. Members are requested to submit PAN, or intimate all changes pertaining to their bank details, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, specimen signature (as applicable) etc., to their Depository Participant ("DP") in case of holding in dematerialised form or to Company’s Registrar and Share Transfer Agents through Form ISR-1, Form ISR-2 and Form ISR-3 (as applicable).

12. In view of the same and to eliminate all risks associated with physical shares and inherent benefits of dematerialization, Members are advised to dematerialise the shares held by them in physical form. Members can contact Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agent of the Company for further assistance in this regard.

13. Pursuant to Section 72 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in single name are entitled to nominate a person to whom their shares in the Company shall vest in the event of their demise by sending a nomination in the prescribed Form No. SH-13 or make changes to their nomination details through Form SH-14 and Form ISR-3 duly filled in to Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agent of the Company. Members holding shares in electronic form may contact their respective Depository Participant(s) for availing this facility.

14. Members holding shares in physical form are requested to approach Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agent of the Company at Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai – 400093, Tel: (022) 6263 8200, Fax: (022) 6263 8299, E-mail: investor@bigshareonline.com, Website: www.bigshareonline.com for:

    • a. intimating any change in their address and/or bank mandate;

    • b. submitting requests for transmission, name deletion, issue of duplicate share certificates, name change, split, consolidation, etc.;

    • c. nominating any person to whom the shares shall vest in the event of death;

    • d. updating/registering their e-mail address for correspondence; and

    • e. any other queries with respect to shares held by them.

15. Members holding shares in electronic form are hereby informed that the Company or its Registrar cannot act on any request received directly from them for any change of address and/or bank mandate or change in e-mail address. Such changes are to be intimated only to the Depository Participants of the Members.

16. Members are requested to quote their Client ID and DP ID in respect of shares held in electronic form and ledger folio number in respect of shares held in physical form in all their correspondence.

17. Members are requested to update their PAN, KYC and Nomination details in Form No. ISR 1, ISR-2, ISR-3 and Form SH-13 (as applicable) through RTA agent on or before October 31, 2023 to avoid freezing of the relevant folios by RTA of the Company. Please also note that after December 31, 2025, the frozen folios shall be referred, by RTA/Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and / or Prevention of Money Laundering Act, 2002.

18. To support the ‘Green Initiative’, Members who have not registered their e-mail address for receiving all communications including Annual Report, Notices and Circulars, etc. from the Company electronically, are requested to register the same with their Depository Participants (for shares held in electronic form) and with Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agents of the Company (for shares held in physical form).

19. This Notice is being sent, by e-mail, only to those eligible Members who have registered their e-mail address with the Depositories/the depository participant/the Company’s Register and Share Transfer Agent/the Company as on Friday, September 22, 2023.

Process for those Members whose email address/mobile number are not registered with the Company/Depositories, for procuring user id and password and registration of e-mail address/ mobile number for e-voting for the resolutions set out in this Notice:

Physical Holding	Send a request to Bigshare Services Pvt. Ltd., Registrar and Share Transfer Agent at info@bigshareonline.com providing your name, folio no., scanned copy of the share certificate (front and back), self-attested scanned copy of PAN card and self-attested scanned copyof Aadhar Card,for registeringe-mail address/mobile number.
Demat Holding	Please contact your DP and register your e-mail address/mobile number in your demat account, as perthe process advised by your DP.

1. Information and other instructions relating to e-voting are as under:

The voting period begins on Thursday, September 28, 2023 at 9:00 a.m. (IST) and shall end on Friday, October 27, 2023 at 5:00 p.m. (IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, September 22, 2023 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e-Voting facility to its Members, in respect of all Members’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to the above SEBI circular, Login method for e-voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Shareholders Login Method
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their
Shareholders holding existing user id and password. Option will be made available to reach e-Voting
securities in Demat page without any further authentication. The URL for users to login to Easi /
mode with CDSL
Easiest are https://web.cdslindia.com/myeasi/home/login or visit
www.cdslindia.com and click on Login icon and select New System Myeasi.
2) After successful login the Easi/Easiest user will be able to see the e-voting option
for eligible companies where the e-voting is in progress as per the information
provided by company. On clicking the e-voting option, the user will be able to see
e-voting page of the e-voting service provider for casting your vote during the
remote e-voting period. Additionally, there is also links provided to access the
system of all e-voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so
that the user can visit the e-voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-voting page by providing Demat
Account Number and PAN No. from a e-voting link available on www.cdslindia.com
home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The
system will authenticate the user by sending OTP on registered mobile & e-mail as
recorded in the Demat Account. After successful authentication, user will be able
to see the e-voting option where the e-voting is in progress and also able to directly
access the system of all e-voting Service Providers.
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1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
Individual website of NSDL. Open web browser by typing the following URL:
Shareholders holding https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
securities in demat
the home page of e-Services is launched, click on the “Beneficial Owner” icon
mode with NSDL
under “Login” which is available under ‘IDeAS’ section. A new screen will open.
You will have to enter your User ID and Password. After successful authentication,
you will be able to see e-voting services. Click on “Access to e-voting” under e-
voting services and you will be able to see e-voting page. Click on company name
or e-voting service provider name and you will be re-directed to e-voting service
provider website for casting your vote during the remote e-voting period.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select Register Online for IDeAS Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section. A new screen will open.
You will have to enter your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-voting page. Click on company name or e-voting service
provider name and you will be redirected to e-voting service provider website for
casting your vote during the remote e-voting period.
Individual You can also login using the login credentials of your demat account through your
Shareholders (holding Depository Participant registered with NSDL/CDSL for e-voting facility. After
securities in demat Successful login, you will be able to see e-voting option. Once you click on e-voting
mode) login through option, you will be redirected to NSDL/CDSL Depository site after successful
their Depository authentication, wherein you can see e-voting feature. Click on company name or e-
Participants voting service provider name and you will be redirected to e-voting service provider
website for casting your vote during the remote e-voting period.
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Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

Logintype		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no: 022 - 4886 7000 and 022-2499 7000.

Login method for e-voting for Members other than Individual Members holding securities in demat mode and Members holding securities in physical mode.

• (i) The Members should log on to the e-voting website www.evotingindia.com.

• (ii) Click on Shareholders Module.

• (iii) 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.

• (iv) Next enter the Image Verification as displayed and Click on Login.

• (v) 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.

• (vi) If you are a first time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

For Physical shareholders and other than individual shareholders holding shares in Demat.	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or the Company, please enter the Member ID/Folio Number in the Dividend Bank details field.

• (vii) After entering these details appropriately, click on “SUBMIT” tab.

• (viii) Members holding shares in physical form will then reach directly the Company selection screen. However, Members holding shares in demat form will now reach “Password Creation” menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (x) Click on the EVSN for “Tilaknagar Industries Ltd.” on which you choose to vote.

• (xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xiii) After selecting the Resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• (xvi) If Demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvii) Additional Facility for Non–Individual Shareholders and Custodians for Remote Voting only

• Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves in the Corporates’ Modules.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be e-mailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutiniser to verify the same.

• Alternatively Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc., together with attested specimen signature of the duly authorised signatory who are authorised to vote, to the scrutiniser and to the Company at the e-mail address viz investor@tilind.com if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutiniser to verify the same.

• (xviii) If you have any queries or issues regarding e-voting from the CDSL e-voting System, you can write an e-mail to helpdesk.evoting@cdslindia.com or contact at 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited (CDSL), A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel(East), Mumbai - 400 013 or send an email to helpdesk.evoting@cdslindia.com or call on 1800 22 55 33.

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

Item No. 1

Maj. Gen. Dilawar Singh (Retd.) (DIN: 08216047) was appointed as an Independent Director of the Company by the Members at the 84[th] Annual General Meeting of the Company held on September 11, 2019 for a period of 5 (five) consecutive years commencing from October 31, 2018 and expiring on October 30, 2023 (both days inclusive), not liable to retire by rotation and is eligible for re-appointment for a second term on the Board of the Company.

Based on the recommendation of the Nomination & Remuneration Committee (‘NRC’), the Board of Directors vide circulation resolution dated September 27, 2023, proposed the re-appointment of Maj. Gen. Dilawar Singh (Retd.) as an Independent Director of the Company for a second term of 3 (three) consecutive years with effect from October 31, 2023 upto October 30, 2026 (both days inclusive), not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

The NRC taking into consideration the skills, expertise and competencies required for the Board and based on the performance evaluation, concluded and recommended to the Board that Maj. Gen. Dilawar Singh’s qualifications and the rich experience meets the skills and capabilities required for the role of Independent Director of the Company. The Board is of the opinion that Maj. Gen. Dilawar Singh (Retd.) continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in his role as an Independent Director of the Company and his continued association would be of immense benefit to the Company.

The Company has in terms of Section 160(1) of the Companies Act, 2013 (‘the Act’) received a notice from a Member proposing his candidature for the office of Director. The Company has received a declaration from Maj. Gen. Dilawar Singh (Retd.) confirming that he continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). In terms of Regulation 25(8) of the SEBI Listing Regulations, Maj. Gen. Dilawar Singh (Retd.) has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

Maj. Gen. Dilawar Singh (Retd.) has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to circulars dated June 20, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

Further, Maj. Gen. Dilawar Singh (Retd.) has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director in terms of Section 152 of the Act, subject to reappointment by the Members. Maj. Gen. Dilawar Singh (Retd.) has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’).

In the opinion of the Board, Maj. Gen. Dilawar Singh (Retd.)fulfils the conditions specified in the Act, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and that he is independent of the Management.

The terms and conditions of the re-appointment of Independent Directors is uploaded on the website of the Company at www.tilind.com and would also be made available for inspection to the Members of the Company upto October 27, 2023, by sending a request from their registered email address to the Company at investor@tilind.com along with their Name, DP ID & Client ID/Folio No.

In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI Listing Regulations and other applicable provisions of the Act and SEBI Listing Regulations, the re-appointment of Maj. Gen. Dilawar Singh (Retd.) as an Independent Director is placed for the approval of the Members by a Special Resolution.

The Board recommends the Special Resolution set out in Item No. 1 of the accompanying Notice for approval of the Members. None of the Directors or Key Managerial Personnel (‘KMP’) of the Company or their respective relatives, except Maj. Gen. Dilawar Singh (Retd.) and his relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the accompanying Notice.

Disclosures as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India are annexed to this Notice.

Item No. 2

Mr. Satish Chand Mathur (DIN: 03641285), was appointed as an Independent Director of the Company by the Members at the 84[th] Annual General Meeting of the Company held on September 11, 2019 for a period of 5 (five) consecutive years commencing from October 31, 2018 and expiring on October 30, 2023 (both days inclusive), not liable to retire by rotation and is eligible for re-appointment for a second term on the Board of the Company.

Based on the recommendation of the Nomination & Remuneration Committee (‘NRC’), the Board of Directors vide circulation resolution dated September 27, 2023, proposed the re-appointment of Mr. Satish Chand Mathur as an Independent Director of the Company for a second term of 3 (three) consecutive years commencing with effect from October 31, 2023 upto October 30, 2026 (both days inclusive), not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

The NRC taking into consideration the skills, expertise and competencies required for the Board and based on the performance evaluation, concluded and recommended to the Board that Mr. Satish Chand Mathur’s qualifications and the

rich experience meets the skills and capabilities required for the role of Independent Director of the Company. The Board is of the opinion that Mr. Satish Chand Mathur continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in his role as an Independent Director of the Company and his continued association would be of immense benefit to the Company.

The Company has in terms of Section 160(1) of the Companies Act, 2013 (‘the Act’) received a notice from a Member proposing his candidature for the office of Director. The Company has received a declaration from Mr. Satish Chand Mathur confirming that he continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). In terms of Regulation 25(8) of the SEBI Listing Regulations, Mr. Satish Chand Mathur has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

Mr. Satish Chand Mathur has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to circulars dated June 20, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

Further, Mr. Satish Chand Mathur has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director in terms of Section 152 of the Act, subject to reappointment by the Members. Mr. Satish Chand Mathur has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’).

In the opinion of the Board, Mr. Satish Chand Mathur fulfils the conditions specified in the Act, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and that he is independent of the Management.

The terms and conditions of the appointment of Independent Directors is uploaded on the website of the Company at www.tilind.com and would also be made available for inspection to the Members of the Company upto October 27, 2023, by sending a request from their registered email address to the Company at investor@tilind.com along with their Name, DP ID & Client ID/Folio No.

In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI Listing Regulations and other applicable provisions of the Act and SEBI Listing Regulations, the re-appointment of Mr. Satish Chand Mathur as an Independent Director is placed for the approval of the Members by a Special Resolution.

The Board recommends the Special Resolution set out in Item No. 2 of the accompanying Notice for approval of the Members. None of the Directors or Key Managerial Personnel (‘KMP’) of the Company or their respective relatives, except Mr. Satish Chand Mathur and his relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of the accompanying Notice.

Disclosures as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India are annexed to this Notice.

For Tilaknagar Industries Ltd.

Place: Mumbai Amit Dahanukar Date : September 27, 2023 Chairman & Managing Director (DIN: 00305636)

Registered Office:

P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra-413 720

Details of Director seeking re-appointment through postal ballot pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

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Particulars Maj General Dilawar Singh Mr. Satish Chand Mathur
DIN 08216047 03641285
Age 65 years 65 years
Date of Birth October 06, 1957 June 05, 1958
Qualifications Maj Gen Dr. Dilawar Singh(Retd.) is Triple Indian Police Service (IPS) Officer
post graduate from different prestigious
universities, has completed his doctorate
and is also an alumni of IIM Indore.
Experience (including Maj Gen Dr. Dilawar Singh(Retd.) is triple Mr. Satish Chand Mathur is a 1981-batch
expertise in specific post graduate from different prestigious Indian Police Service (IPS) officer. Prior to
functional area)/Brief universities, has completed his doctorate joining the Company, he was serving as
Resume and is also an alumni of IIM Indore.He has Maharashtra’s Director General of Police.
rich experience as a successful Director He earlier headed the Maharashtra’s Anti-
with few Companies. corruption Bureau (ACB) as well. He also
He has a unique distinction of having been served as Commissioner of Police, Pune
the Project Director of numerous Major from March 2014 to April 2015. Between
Projects of the Govt of India and has been October 2002 and October 2012, he
the National Director General of the Largest served as Director, Air India and was
Youth Organisation of the Government of instrumental in restructuring of the
India. He has been involved with Capital airline’s finances in respect of the Ground
Procurement, Planning, Execution and Handling arm and introduction of cost-
financing of major procurements for the cutting measures. He also acted as
Indian Army. He is the Senior Vice Managing Director of the Maharashtra
President Global Economist Forum State Police Housing and Welfare
ECOSOC, United Nations.He is also the Corporation.
President Para Sports Federation
India, Global Chairman of Tamo Martial Art
Federation and advisor to number of
prestigious institutions.
Terms and Conditions of Maj General Dilawar Singh(Retd.) is Mr. Satish Chand Mathur is proposed to
Appointment / proposed to be re-appointed as Independent be re-appointed as Independent Director
Reappointment Director of the Company, not liable to retire of the Company, not liable to retire by
by rotation, by way of passing Special rotation, by way of passing Special
Resolution through Postal Ballot on the Resolution through Postal Ballot on the
terms & conditions as contained in the draft terms & conditions as contained in the
letter of appointment uploaded on the draft letter of appointment uploaded on
website of the Company i.e. www.tilind.com. the website of the Company i.e.
www.tilind.com.
Remuneration last drawn Only sitting fees of Rs. 4,75,000/- was paid Only sitting fees of Rs. 1,75,000/- was
(including sitting fees, if to Maj Gen Dilawar Singh(Retd.) during the paid to Mr. Satish Chand Mathur during
any) financial year 2022-23 by the Company. the financial year 2022-23 by the
Company.
Remuneration proposed In addition to the Sitting Fees, Maj Gen In addition to the Sitting Fees, Mr. Satish
to be paid Dilawar Singh(Retd.) shall be entitled to Chand Mathur shall be entitled to
remuneration by way of commission that remuneration by way of commission that
may be determined by the Board based on may be determined by the Board based on
the performance of the Company and his the performance of the Company and his
performance evaluation report, subject to performance evaluation report, subject to
approval of the Members in this regard. approval of the Members in this regard.
Date of first appointment October 31, 2018 October 31, 2018
on the Board
Shareholding in the Nil Nil
Company as on March
31, 2023
Relationship with other Maj Gen Dilawar Singh(Retd.) is not related Mr. Satish Chand Mathur is not related to
Directors/Key Managerial to any other Director or Key Managerial any other Director or Key Managerial
Personnel Personnel of the Company Personnel of the Company
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Number of meetings of 5 3
the Board attended
during the year (2022-23)
Directorships in other Directorships on other Listed Companies: Directorships on other Listed Companies:
Companies as on June Nil 1. Indiabulls Housing Finance
30, 2023 along with the Limited
listed entities from which 2. Indiabulls Commercial Credit
resigned in the past three Limited (Debt Listed)
years 3. Kesar Petroproducts Limited
4. JM Financial Credit Solutions
Limited(Debt Listed)
5. JM Financial Asset
Reconstruction Company
Limited ( Debt Listed)
Listed entities from which resigned in the Listed entities from which resigned in the
past three years: Nil past three years:
1. Resigned from JBF Industries
Ltd.
Directorships on other Unlisted Companies: Directorships on other Unlisted
1. Vinesha Projects Pvt. Ltd. Companies:
2. Global Chamber of Sports
Education and Culture Foundation 1. Ring Plus Aqua Limited
–Sec 8 2. Greenline Mobility Solutions Ltd.
Membership / Nil 1. JM Financial Credit Solutions
Chairmanship of Limited(Debt Listed)
Committees of other -Member of Stakeholders
Listed Companies Boards Relationship Committee
as on June 30, 2023
2. Indiabulls Commercial Credit
Limited (Debt Listed)- Member of
Audit Committee and
Stakeholders Relationship
Committee
In case of independent Please refer to item no.1 of the explanatory Please refer to item no.2 of the
directors, the skills and statement forming part of the Notice of explanatory statement forming part of the
capabilities required for Postal Ballot Notice of Postal Ballot
the role and the manner
in which the proposed
person meets such
requirements .
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