TPL Plastech Limited — AGM Information 2022

Sep 6, 2022

HEMANT

KUMAR

SONI

Digitally signed by HEMANT KUMAR SONI Date: 2022.09.06 17:07:06 +05'30'

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NOTICE

NOTICE is hereby given that the Twenty Ninth Annual General Meeting of the Members of TPL PLASTECH LIMITED will be held on Wednesday, 28[th] September, 2022 at 12:30 p.m., through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The venue of the meeting shall be deemed to be the registered office of the Company at 102, 1st Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman, Dadra and Nagar Haveli and Daman and Diu, (U.T) – 396210 to transact the following businesses:

ORDINARY BUSINESS:

1. Adoption of Financial Statements

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31[st ] March 2022, including the Audited Balance Sheet as at 31[st ] March, 2022, the Statement of Profit & loss and Cash Flow Statement for the year ended as on that date and the Report of the Board of Directors and Auditors thereon.

2. Declaration of Dividend

To declare a dividend on the Equity Shares of the Company for the financial year ended 31[st] March, 2022 and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT a dividend at the rate of ì 2 per equity share on the face value of ì 10/- each be and is hereby declared for the financial year ended 31[st] March, 2022 and the same be paid as recommended by the Board of Directors of the Company, out of the profits of the Company for the financial year ended 31[st] March, 2022.”

3. Appointment of Director retiring by rotation

To appoint Mr. Mangesh Sarfare (DIN: 07793543), who retires by rotation and being eligible, offers himself for reappointment as a Director and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Mangesh Sarfare (DIN: 07793543), who retires by rotation and being eligible, offers himself for re-appointment, be and is hereby reappointed as a Director of the Company, liable to retire by rotation.”

4. Re-appointment of Statutory Auditors of the Company for a second term of 5 (five) years and to fix their remuneration.

To re-appoint Statutory Auditors for a second term of 5 (five) years and fix their remuneration and in this regard, pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 139, 141,142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. Raman S Shah & Associates, Mumbai (Firm Registration No. 119891W), be and are hereby re-appointed as Statutory Auditors of the Company for a second term of 5 (five) consecutive years commencing from the conclusion of this 29[th] (Twenty Ninth) Annual General Meeting until the conclusion of the 34[th] (Thirty Fourth) Annual General Meeting of the Company, at such remuneration as recommended by the Audit Committee and approved by the Board of Directors of the Company.

RESOLVED FURTHER THAT any Director of the Company or the Company Secretary and Compliance Officer of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things and to execute all such documents as may be required to give effect to this Resolution.”

SPECIAL BUSINESS:

5. Re-appointment of Mr. Deepak Bakhshi (DIN 07344217) as an Independent Director of the Company for the Second Term:

To consider and if thought fit, to pass the following Resolution as Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions/regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on the recommendation of the Nomination and Remuneration

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TPL PLASTECH LIMITED

Committee and the Board of Directors of the Company, the approval of the Members of the Company, be and is hereby accorded for re-appointment of Mr . Deepak Bakhshi (DIN 07344217), whose current period of office is expiring on September 28, 2022 and who has submitted a declaration confirming the criteria of Independence under Section 149(6) of the Companies Act, 2013 read with the Listing Regulations, as amended from time to time, and who is eligible for reappointment for a second term under the provisions of the Companies Act, 2013 read with rules made thereunder and Listing Regulations as an Independent Non-Executive Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for a second term of 5 (five) consecutive years on the Board of the Company from September 29, 2022 to September 28, 2027.

RESOLVED FURTHER THAT any Director of the Company or the Company Secretary and Compliance Officer of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things and to execute all such documents as may be required to give effect to this Resolution.”

6. Sub-division of Equity Shares from Face Value of ì 10/- per equity share to Face Value of ì 2/- per equity share.

To consider and if thought fit, to pass the following as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 61(1)(d), read with Section 64 and all other applicable provisions, if any, of the Companies Act, 2013 read with the relevant Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments, modifications, variations or re-enactments thereof from time to time) and the provisions of Memorandum and Articles of Association of the Company and subject to the approvals/consents/permissions/sanctions as may be necessary from the concerned Regulatory/Statutory Authority(ies), and consent of the Members of the Company be and is hereby accorded for the sub-division of each of the Equity Share of the Company being 1 (One) Equity Share of the Company having face value of ì 10/- each fully paid up be sub-divided into 5 (Five) Equity Shares of face value of ì 2/- each fully paid up.

RESOLVED FURTHER THAT upon the sub-division of the Equity Shares as aforesaid, the existing Share Certificate(s) in relation to the existing Equity Shares of the face value of ì 10/-(Rupees Ten only) each held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date to be fixed by the Board of Directors of the Company and the Board of Directors of the Company may without requiring the surrender of the existing Share Certificate(s) directly issue and dispatch the new Share Certificate(s) of the Company, in lieu of such existing issued Share Certificate(s) subject to the provisions of the Companies (Share Capital and Debentures) Rules, 2014 and in the case of the Members who hold the Equity Shares in the dematerialized form, the number of sub-divided Equity Shares be credited to the respective beneficiary accounts of the Shareholders with their respective Depository Participants, in lieu of the existing credits representing the Equity Shares of the Company before sub-division and the Company shall undertake such corporate action as may be necessary in relation to the existing Equity Shares of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company (“the Board”) (which expression shall also include a duly authorised Committee thereof), be and are hereby authorized to fix the Record Date and to issue new Equity Share Certificates in lieu of the existing share certificates pursuant to the sub-division as above, and take such steps as may be necessary including the delegation of all or any of its powers herein conferred to any Director(s), the Company Secretary or any other officer(s) of the Company for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution and to delegate all or any of the powers herein vested in the Board to any Director(s) or Company Secretary or Officer(s) of the Company as may be required to give effect to this above Resolution.”

7. Alteration of Memorandum of Association of the Company.

To consider and if thought fit, to pass the following as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 13 read with Section 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 read with relevant Rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to necessary statutory approvals and modifications if any, Consent of the Members be and is hereby accorded to alter the existing Clause “V” of the Memorandum of Association of the Company relating to the Authorised Share Capital by deleting the said existing Clause “V” and substituting it with the following :-

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• V. The Authorised Share Capital of the Company is ì 20,00,00,000 (Rupees Twenty Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares Face Value of ì 2/- (Rupee Two) each.

RESOLVED FURTHER THAT the Board of Directors of the Company (which expression shall also include a Committee thereof) be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary and incidental to give effect to the aforesaid Resolution and delegate the aforesaid powers to any Director or Company Secretary or officer of the Company as may be deemed necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution.”

By Order of the Board For TPL Plastech Limited

Hemant Soni VP-Legal, Company Secretary & Compliance Officer

Registered Office:

102, 1st Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman, Dadra and Nagar Haveli and Daman and Diu, (U.T) – 396210

CIN: L25209DD1992PLC004656

Place: Mumbai Date: August 8, 2022

Notes

1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has allowed the Companies to conduct Annual General Meeting through video conferencing (“VC”) or other audio-visual means (“OAVM”). In this regard, MCA issued Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020, Circular No.20/2020 dated May 5, 2020, Circular No.02/2021 dated January 13, 2021, and Circular No.02/2022 dated May 5, 2022 (“MCA Circulars”), prescribing the procedure and manner of conducting the Annual General Meeting through VC/ OAVM. Further, the Securities and Exchange Board of India (“SEBI”) also vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, and Circular No. SEBI/HO/CFD/CMD2/CIR/P/ 2022/62 dated May 13, 2022 (“SEBI Circulars”) has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) due to the COVID-19 pandemic. In compliance with the applicable provisions of the Companies Act 2013 (“Act”), MCA Circulars and SEBI Circulars/Listing Regulations and keeping in view with Government advisories on COVID-19, the Board of Directors has approved conducting of the 29[th] Annual General Meeting (AGM) of the Company through VC/OAVM.

2. As the AGM shall be conducted through VC/OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

3. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

4. Members under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC/OAVM. Corporate members intending to authorize their representatives to participate and vote at the Meeting are requested to mail to investors@tnpl.net.in , a scanned copy (PDF/JPEG format) of the Board Resolution authorizing their representatives to attend and vote at the AGM, pursuant to Section 113 of the Act.

5. The Register of Members of the Company will remain closed from September 22, 2022 to September 28, 2022 (both days inclusive) for the purpose of payment of dividend.

6. If dividend on Equity Shares, as recommended by the Board, is approved at the Annual General Meeting, the payment of such dividend will be made on or after September 29, 2022 to the Members whose names appear on the Company’s Register of Members as on the Cut-off Date, and in respect of the shares held in dematerialised mode, to the Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

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TPL PLASTECH LIMITED

1. As per Regulation 40 of LODR Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019.

2. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests 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. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR–4, the format of which is available on the Company’s website under the weblink at http:/ /www.tplplastech.in/ It may be noted that any service request can be processed only after the folio is KYC compliant. SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company’s Registrar and Transfer Agents – Link Intime India Private Limited for assistance in this regard.

3. To support the “Green Initiative”, Members who have not registered their email addresses are requested to register the same with the Company’s Registrar and Share Transfer Agent/their Depository Participants, in respect of shares held in physical/electronic mode, respectively.

4. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participant in case the shares are held in electronic form or to Link Intime India Private Limited, in case the shares are held in physical form.

5. The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/ 2021/655 dated November 3, 2021 in Form ISR-1. The Form ISR-1 is also available on the website of the Company at http:/ /www.tplplastech.in . Attention of the Members holding shares of the Company in physical form is invited to go through and submit the said Form ISR–1.

6. Members are requested to note that dividends not encashed or remaining unclaimed for a period of 7 (seven) years from the date of transfer to the Company’s Unpaid Dividend Account, shall be transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Further, pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) as amended to date, all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to IEPF Authority as notified by the Ministry of Corporate Affairs.

The Members/Claimants whose shares, unclaimed dividend amount have been transferred to IEPF may claim the shares or apply for refund by making an application to IEPF Authority in Form IEPF 5 (available on www.iepf.gov.in ). The Member/Claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

It is in the Members’ interest to claim any un-encashed dividends and for future, opt for Electronic Clearing Service, so that dividends paid by the Company are credited to the Members’ account on time.

Members who have not yet encashed the dividend warrants, from the Financial Year ended 31[st ] March, 2015 onwards are requested to forward their claims to the Company’s Registrar and Share Transfer Agents. Members are requested to contact the Company’s Registrar and Share Transfer Agent to claim the unclaimed/ unpaid dividends at the following address:

Link Intime India Private Limited Unit: TPL Plastech Limited C -101, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai – 400083

1. As per the provisions of Section 72 of the Act and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, as amended, Members holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company’s Registrar and Share Transfer Agent. In respect of shares held in dematerialized form, the nomination form

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may be filed with the respective Depository Participant. If a Member desires to opt-out or cancel the earlier nomination and record a fresh nomination, the Member may submit the same in Form ISR-3 or Form SH-14, as the case may be.

1. Register of Directors and Key Managerial Personnel and their shareholdings and Register of Contracts or Arrangements in which Directors are interested, maintained under Sections 170 and 189 of the Act will be available electronically for inspection by the Members.

All documents referred to in the Notice will also be available for electronic inspection by the Members without payment of any fee from the date of circulation of this Notice up to the date of AGM, i.e. September 28, 2022.

Members seeking to inspect such documents are requested to send an email to investors@tnpl.net.in . Inspection shall be provided at a mutually convenient time.

1. Members are requested to register their E-mail address with the Company/Registrar & Transfer Agents so as to receive Annual Report and other communication electronically.

2. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 13, 2022, Notice of the AGM along with Annual Report 2021–22 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depository Participants. Members may note that the Notice and Annual Report 2021–22 will also be available on the Company’s website www.tplplastech.in , websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

The Company will also be publishing an advertisement in newspaper containing the details about the AGM i.e. the conduct of AGM through VC/OAVM, date and time of AGM, availability of notice of AGM at the Company’s website, manner of registering the email IDs of those shareholders who have not registered their email addresses with the Company/ RTA, manner of providing mandate for dividends, and other matters as may be required.

1. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates, if the amount of dividend exceeds Rs. 5,000. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/ Link Intime (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H or Lower Withholding Certificate (if obtained from the Tax department), to avail the benefit of nondeduction/lower deduction of tax at source by writing an email to tpldivtax@linkintime.co.in on or before 11:59 p.m. IST on September 20, 2022. The shareholders are requested to note that in case their PAN is not registered/updated, the tax will be deducted at a higher rate of 20% (plus Surcharge and Cess as applicable).

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment (PE) and Beneficial Ownership Declaration, Tax Residency Certificate (TRC), Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to tpldivtax@linkintime.co.in . The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. IST on September 20, 2022. The formats of No PE Declaration (including beneficial ownership) and Form 10F are available on Link Intime’s website at https://www.linkintime.co.in/client-downloads.html . TRC needs to be obtained by the shareholder from the Tax Department of their country of residence. Non-resident shareholders shall also furnish the lower/nil withholding certificate, if obtained from the Tax Department.

1. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

2. Any person who is not a Member on the cut-off date should treat this notice for information purposes only.

3. Members desirous of obtaining any information concerning accounts and operations of the Company are requested to address their communications to investors@tnpl.net.in at least seven days before the date of the Meeting. The same will be suitably replied to by the Company.

4. Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

5. a. 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.

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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. 2) 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 or joining virtual meeting & voting during the meeting. 3) 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 4) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: h t tp s:// w w w .e v oting.nsd l.c om/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 or joining virtual meeting & voting during the meeting.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/ home/loginor visit w w w .cdslindia.c omand 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 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 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 w w w .cdslindia.c omhome page or click on https://evoting.cdslindia.com/Evoting/EvotingLoginThe 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 (holding securities in demat mode) & login through their depository participants	1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. 2. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on 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 or joining virtual meeting & voting during the meeting.

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Type of shareholders Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME.	Type of shareholders Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME.	Login Method	Login Method
	Type of shareholders	Login Method
	Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME.	1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in Ø Click on“Sign Up”under‘SHARE HOLDER’tab and register with your following details: - A. User ID:Shareholders/members holding shares in physical form shall provide Event No + Folio Number registered with the Company. B. PAN:Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/Company shall use the sequence number provided to you, if applicable. C. DOB/DOI:Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format). D. Bank Account Number:Enter your Bank Account Number (last four digits), as recorded with your DP/Company. E. Shareholders/members holding shares inphysical formbut have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above Ø Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&), at least one numeral, at least one alphabet and at least one capital letter). Ø Click “confirm” (Your password is now generated). 2. Click on ‘Login’ under‘SHARE HOLDER’tab. 3. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on‘Submit’. 4. After successful login, you will be able to see the notification for e-voting. Select‘View’ icon. 5. E-voting page will appear. 6. Refer the Resolution description and cast your vote by selecting your desired option‘Favour/ Against’(If you wish to view the entire Resolution details, click on the‘View Resolution’file link). 7. After selecting the desired option i.e. Favour/Against, click on‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on‘Yes’*, else to change your vote, click on ‘No’ and accordingly modify your vote.

c. Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e- voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

d. Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME, have forgotten the password:

• l Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

• l Enter User ID , select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘Submit’ .

• l In case shareholder/ member is having valid email address, Password will be sent to his / her registered e- mail address.

• l Shareholder/ member can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.

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TPL PLASTECH LIMITED

• l The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

• e. Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

Shareholders/ members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• f. For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• g. During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.	Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.	Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.	Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
	Login type	Helpdesk details
	Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk securities in demat mode with CDSL by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 22-23058542-43.	Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 22-23058542-43.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & evoting service Provider is LINKINTIME.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-Voting manual available at https://instavote.linkintime.co.in , under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel: 022 –4918 6000.

GENERAL INSTRUCTIONS

1. The voting period begins on Saturday, September 24, 2022 (09:00 a.m.) to Tuesday, September 27, 2022 (05:00 p.m.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Wednesday, September 21, 2022, may cast their vote electronically. The e-voting module shall be disabled by Link Intime for voting thereafter.

2. The facility for e-voting shall also be available at the AGM. Members who have already cast their vote by remote e- voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote at the AGM. Only those Members who attend the AGM and have not cast their votes through remote e-voting and are otherwise not barred from doing so will be allowed to vote through the e-voting facility available at the AGM.

3. Any person, who acquires shares of the Company and becomes its Member after the sending of Notice of the AGM and holds shares as on the cutoff date for voting i.e. Wednesday, September 21, 2022, may obtain the login ID and password by sending a request to enotices@linkintime.co.in . However, if he/she is already registered with Link Intime for remote e- voting then he/she can use his/her existing User ID and password for casting the vote.

4. Mr. Arun Dash, Practicing Company Secretary (FCS No. 9765 CP No. 9309) has been appointed as the Scrutinizer to scrutinize the remote e-voting and ensure that the voting process at the AGM is conducted in a fair and transparent manner.

5. The Scrutinizer shall after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than forty eight hours of the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favor/against, if any, to the Chairperson or a person authorized in writing, who shall countersign the same and declare the result of the voting forthwith.

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1. The Results declared along with the Report of the Scrutinizer shall be placed on the website of the Company www.tplplastech.in and on the Link Intime website and shall also be forwarded to BSE Limited (BSE) and National Stock Exchange of India Ltd (NSE).

2. PROCESS AND MANNER FOR ATTENDING THE TWENTY-NINTH AGM THROUGH INSTAMEET Open the internet browser and launch the URL: https://instameet.linkintime.co.in Ø Select the “Company” and ‘Event Date’ and register with your following details: - A. Demat Account No. or Folio No.: Enter your 16-digit Demat Account No. or Folio No l Shareholders/Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID l Shareholders/Members holding shares in NSDL demat account shall provide 8 character DP ID followed by 8 Digit Client ID

3. l Shareholders/Members holding shares in physical form shall provide Folio Number registered with the Company

4. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

5. C. Mobile No.: Enter your mobile number. D. Email ID: Enter your email id, as recorded with your DP/Company. Click ‘Go to Meeting’ (You are now registered for InstaMeet and your attendance is marked for the meeting).

Members can log in and join 30 minutes prior to the schedule time of the AGM and window for joining the Meeting shall be kept open till the expiry of 15 minutes after the scheduled time. The Company shall provide VC/OAVM facility to Members to attend the AGM. The said facility will be available for 1000 Members on first come first served basis. This will not include large Members (i.e. Members with 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, chairpersons of the audit committee, nomination & remuneration committee and stakeholders’ relationship committee, auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

A. Guidelines to attend the AGM through InstaMeet

For a smooth experience of viewing the AGM through InstaMeet, shareholders/members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

1. Please download and install the Webex application by clicking on the link https://www.webex.com/downloads.html/

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TPL PLASTECH LIMITED

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Or

1. If you do not want to download and install the Webex application, you may join the Meeting by following the process mentioned as under:

2. l Enter your First Name, Last Name and Email ID and click on Join Now

3. l If you have already installed the Webex application on your device, join the Meeting by clicking on Join Now

4. l If Webex application is not installed, a new page will appear giving you an option to either Add Webex to chrome or Run a temporary application . Click on ‘Run a temporary application’ , an exe file will be downloaded. Click on this exe file to run the application and join the meeting by clicking on ‘Join Now’ .

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• B. Instructions for Shareholders/Members to Speak during the AGM through InstaMeet:

• Shareholders who would like to speak during the meeting must register their request mentioning their name, demat account number/folio number, email id, mobile number at investors@tnpl.net.in latest by September 20, 2022.

• Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.

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TPL PLASTECH LIMITED

1. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.

2. Other shareholder may ask questions to the panelist, via active chat-board during the meeting.

3. Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

C. Instructions for Shareholders to Vote during the AGM through InstaMeet:

Once the electronic voting is activated by the Scrutinizer/Moderator during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under: -

1. On the shareholders VC page, click on the link for e-Voting ‘Cast your vote’.

2. Enter Demat Account No./Folio No. and OTP (received on the registered mobile number/ registered Email ID) received during registration for InstaMeet and click on ‘Submit’.

3. After successful login, you will see ‘Resolution Description’ and against the same the option ‘Favour/Against’ for voting.

4. Cast your vote by selecting appropriate option i.e. ‘Favour/Against’ as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against’ .

5. After selecting the appropriate option i.e. ‘Favour/Against’ as desired and you have decided to vote, click on ‘Save’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Confirm’, else to change your vote, click on ‘Back’ and accordingly modify your vote.

6. Once you confirm your vote on the Resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders are encouraged to join the Meeting through Tablets/Laptops connected through broadband for better experience.

Shareholders are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders have any queries regarding login/e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel: 022-49186175.

1. An Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 (hereinafter referred to as the “Act”), in respect of businesses to be transacted at the Annual General Meeting (hereinafter referred to as “AGM”), as set out under Item No (s). 4 to 7 above and the relevant details of the Directors seeking appointment/re-appointment as required by Regulations 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and as required under Secretarial Standards – 2 on General Meetings issued by the Institute of Company Secretaries of India, is annexed hereto.

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Details of Directors seeking Appointment/Re-appointment at the 29th Annual General Meeting (Pursuant to Regulations 26 and 36 of the Listing Regulations and Secretarial Standards – 2 on General Meetings)

Name of Director Mr. Mangesh Sarfare Mr. Deepak Bakhshi Type Non-Executive Director Non - Executive - Independent Director DIN 07793543 07344217 Date of Birth 03/03/1969 05/10/1955 Age 53 Years 66 Years Date of First Appointment 19/04/2017 25/05/2017 Qualification B.E. from University of Mumbai and MBA in Operations Management Brief Resume and Expertise in Specific Functional area Directorships in other Public Limited Nil Ned Energy Limited Companies (excluding foreign companies, private companies & Section 8 companies) Membership of Committees/ Nil Nil Chairmanship in other Public Limited Companies Listed entities from which the None None director has resigned in the past threeyears. No. of Board Meetings attended 4 4 duringtheyear No. of EquityShares held Nil 620 Inter-se relationship with other None None Directors and Key Managerial Personnel Skills and capabilities required for NA Details mentioned in the Corporate the role of Independent Director Governance Report. Bachelor’s Degree in Electrical Engineering from PEC Chandigarh and Post Graduate Diploma in Management from AIMA. Diverse Experience across several different industries and areas such as project management, procurement/ supply chain management and general administration control. More than 40 years of experience at various positions with Oil and Natural Gas Corporation Limited. In his last assignment, Mr. Bakhshi was designated as Executive Director – Chief of Engineering Services Onshore and headed a team of around 600 officials.	Name of Director Mr. Mangesh Sarfare Mr. Deepak Bakhshi Type Non-Executive Director Non - Executive - Independent Director DIN 07793543 07344217 Date of Birth 03/03/1969 05/10/1955 Age 53 Years 66 Years Date of First Appointment 19/04/2017 25/05/2017 Qualification B.E. from University of Mumbai and MBA in Operations Management Brief Resume and Expertise in Specific Functional area Directorships in other Public Limited Nil Ned Energy Limited Companies (excluding foreign companies, private companies & Section 8 companies) Membership of Committees/ Nil Nil Chairmanship in other Public Limited Companies Listed entities from which the None None director has resigned in the past threeyears. No. of Board Meetings attended 4 4 duringtheyear No. of EquityShares held Nil 620 Inter-se relationship with other None None Directors and Key Managerial Personnel Skills and capabilities required for NA Details mentioned in the Corporate the role of Independent Director Governance Report. Bachelor’s Degree in Electrical Engineering from PEC Chandigarh and Post Graduate Diploma in Management from AIMA. Diverse Experience across several different industries and areas such as project management, procurement/ supply chain management and general administration control. More than 40 years of experience at various positions with Oil and Natural Gas Corporation Limited. In his last assignment, Mr. Bakhshi was designated as Executive Director – Chief of Engineering Services Onshore and headed a team of around 600 officials.		Mr. Deepak Bakhshi	Mr. Deepak Bakhshi
	Name of Director	Mr. Mangesh Sarfare	Mr. Deepak Bakhshi
	Type	Non-Executive Director	Non - Executive - Independent Director
	DIN	07793543	07344217
	Date of Birth	03/03/1969	05/10/1955
	Age	53 Years	66 Years
	Date of First Appointment	19/04/2017	25/05/2017
	Qualification	B.E. from University of Mumbai and MBA in Operations Management	Bachelor’s Degree in Electrical Engineering from PEC Chandigarh and Post Graduate Diploma in Management from AIMA.
	Brief Resume and Expertise in Specific Functional area	Diverse Experience across several different industries and areas such as project management, procurement/ supply chain management and general administration control.	More than 40 years of experience at various positions with Oil and Natural Gas Corporation Limited. In his last assignment, Mr. Bakhshi was designated as Executive Director – Chief of Engineering Services Onshore and headed a team of around 600 officials.
	Directorships in other Public Limited Companies (excluding foreign companies, private companies & Section 8 companies)	Nil	Ned Energy Limited
	Membership of Committees/ Chairmanship in other Public Limited Companies	Nil	Nil
	Listed entities from which the director has resigned in the past threeyears.	None	None
	No. of Board Meetings attended duringtheyear	4	4
	No. of EquityShares held	Nil	620
	Inter-se relationship with other Directors and Key Managerial Personnel	None	None
	Skills and capabilities required for the role of Independent Director	NA	Details mentioned in the Corporate Governance Report.

Note: Pursuant to Regulation 26 of the Listing Regulations, only two Committees viz. Audit Committee and Stakeholders Relationship Committee have been considered.

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TPL PLASTECH LIMITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Explanatory Statement sets out all material facts relating to the businesses mentioned under Item No. 4 to 7 of the accompanying Notice.

Item No. 4

Re-appointment of Statutory Auditors of the Company for a second term of 5 (five) years and to fix their remuneration.

At the 24[th] Annual General Meeting of the Company held on 29[th] September, 2017, the members had approved the appointment of M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai (Firm Registration No. 119891W), as the Statutory Auditors of the Company, to hold office till the conclusion of 29[th] Annual General Meeting of the Company to be held in the year 2022.

Considering the performance of Auditors during their present tenure, the Audit Committee of the Company, after due deliberations and discussions, recommended to the Board re-appointment of M/s. Raman S. Shah & Associates as statutory auditors of the Company for a second term of 5 (five) years to hold office from the conclusion of 29[th] Annual General Meeting till the conclusion of 34[th ] Annual General Meeting of the Company to be held in year 2027.

Based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 08[th] August, 2022, approved the re-appointment of M/s. Raman S. Shah & Associates as Statutory Auditors of the Company for a second term of 5 (five) years i.e. from the conclusion of 29[th] Annual General Meeting till the conclusion of 34[th] Annual General Meeting of the Company to be held in year 2027. The re-appointment is subject to approval of the members of the Company.

The Audit Committee and the Board of Directors considered the following factors in recommending the re-appointment of M/s. Raman S. Shah & Associates as Statutory Auditors of the Company:

• l Performance of M/s. Raman S. Shah & Associates as Statutory Auditors of the Company during their present tenure;

• l Competence of the leadership and of the audit team of the firm in conducting the audit of the financial statements of the Company;

• l Ability of the firm to seamlessly scale and understand the Company’s operations, systems and processes; and

• l Geographical presence and ability of the firm in servicing the Company at multiple locations.

M/s. Raman S. Shah & Associates have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act.

The remuneration to be paid to the Statutory Auditors shall be determined based on the recommendation of the Audit Committee and as approved by the Board of Directors of the Company.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 4 of the accompanying Notice for approval by the members.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the Resolution set out at Item No. 4 of the Notice except to the extent of their shareholding in the Company, if any.

Item No. 5

Re-appointment of Mr. Deepak Bakhshi (DIN 07344217) as an Independent Director of the Company for the Second Term:

Mr. Deepak Bakhshi (DIN 07344217) is re-appointed as an Independent Director on the Board of the Company pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014. He holds the office as an Independent Director of the Company upto September 28, 2022 (“first term” in line with the explanation to Sections 149(10) and 149(11) of the Act). The Nomination and Remuneration Committee (the “NRC Committee”) of the Board of Directors, on the basis of the report of performance evaluation of Independent Directors, have recommended the re-appointment of Mr. Deepak Bakhshi as an Independent Director for a second term of 5 (five) consecutive years on the Board of the Company in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Board, based on the performance evaluation of Independent Director and as per the recommendation of the Nomination and Remuneration Committee considers that, given his background and experience and contributions made by Mr. Deepak Bakhshi during his tenure, the continued

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association of Mr. Deepak Bakhshi would be beneficial to the Company and it is desirable to continue to avail his services as an Independent Director. Accordingly, it is proposed to re-appoint Mr. Deepak Bakhshi as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company. Mr. Deepak Bakhshi is not disqualified from being appointed as an Independent Director in terms of Section 164 of the Act and has given his consent to act as an Independent Director. The Company has received declaration from Mr. Deepak Bakhshi that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, Mr. Deepak Bakhshi, fulfils the conditions for his reappointment as an Independent Director as specified in the Act, the Rules made thereunder and the Listing Regulations. He is independent of the management. A copy of their draft letter of appointment as Independent Director setting out the terms and conditions are available for inspection by the Members at the corporate office of the Company on all working days (except Saturdays, Sundays and Public Holidays) between 01:00 pm to 04:00 pm up to the date of AGM.

A Brief profile of the Independent Director to be re-appointed is given below:

Deepak Bakhshi, aged 66 years, holds a Bachelor’s Degree in Electrical Engineering from PEC Chandigarh and Post Graduate Diploma in Management from AIMA. He has more than 40 years of experience at various positions with Oil and Natural Gas Corporation Limited. In his last assignment, Mr. Deepak Bakhshi was designated as Executive Director – Chief of Engineering Services Onshore and headed a team of around 600 officials.

The Board of Directors recommends the Special Resolution set out at Item No. 5 of the accompanying Notice for approval by the members.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives other than Mr. Deepak Bakhshi, are in any way concerned or interested, in the Resolution set out at Item No. 5 of the Notice.

Item No. 6

Sub-division of Equity Shares from Face Value of ì 10/- per share to Face Value of ì 2/- per share

Presently, the Face Value of the Company’s Equity Shares is ì 10/- each. In order to augment the affordability of the Company’s Equity Shares and participation of the retail/individual investors and thereby facilitate more liquidity of the Company’s Equity Shares, the Board of Directors at its meeting held on August 8, 2022 have approved the sub-division of 1 (One) Equity Share of the face value of ì 10/- each into 5 (Five) Equity Shares of the Face Value of ì 2/- each, subject to the approval of Members and all concerned Regulatory/Statutory Authority (ies) as may be applicable

The Record Date for the aforesaid sub-division of Equity Shares will be fixed by the Board after the approval of the members is obtained.

The provisions of Section 61 of the Companies Act, 2013, require the Company to seek approval of Members of the Company to the Sub-division of the Face Value of Equity Shares of the Company. Accordingly the Board of Directors recommends the Resolution set out at Item. No 6 of the accompanying Notice for the approval of the Members of the Company as an Ordinary Resolution.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the Resolution set out at Item No. 6 of the Notice except to the extent of their shareholding in the Company, if any.

Item No. 7

Alteration of the Capital Clause of Memorandum of Association (“MOA”) of the Company.

The proposed sub-division of the Face Value of the Equity Shares of the Company of ì 10/- each into denomination of ì 2/- each requires alteration in Clause “V” of the Memorandum of Association of the Company. Accordingly Clause “V” of the Memorandum of Association is proposed to be amended as set out at Item No. 7 in the accompanying Notice for reflecting the corresponding changes in the Authorized Share Capital of the Company, consequent to the proposed sub-division i.e. Authorized Capital of the Company is ì 20,00,00,000 (Rupees Twenty Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares face value of ì 2/- (Rupee Two) each.

The Board of Directors at their Meeting held on August 8, 2022 have approved, subject to the approval of Members, the alteration of Memorandum of Association of the Company as aforesaid.

The Board of Directors recommends the Resolution set out at Item. No 7 of the accompanying Notice for the approval of the Members of the Company as a Special Resolution.

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TPL PLASTECH LIMITED

A copy of the Memorandum of Association of the Company along with the proposed amendments shall be open for inspection at the Registered Office/Corporate Office of the Company during normal business hours from 10 a.m. to 6 p.m. on all working days up to the date of AGM.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the Resolution set out at Item No. 7 of the Notice except to the extent of their shareholding in the Company, if any.

By Order of the Board For TPL Plastech Limited

Hemant Soni VP-Legal, Company Secretary & Compliance Officer

Registered Office:

102, 1st Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman, Dadra and Nagar Haveli and Daman and Diu, (U.T) – 396210

CIN: L25209DD1992PLC004656

Place: Mumbai

Date: August 8, 2022

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