Meeting Details

This is a postal ballot process; there is no physical meeting. The process is conducted pursuant to Sections 108 and 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI LODR Regulations, and relevant MCA circulars.

Proposed Resolution and Implications

The company seeks approval for a single ordinary resolution:

  • Approval of the appointment of Shri Sanjeev Kumar, IAS (DIN: 03600655) as a Director and as the Managing Director of the Company.

Key Implications of the Resolution:

  • The appointment is effective from September 09, 2026, and will be valid until further orders from the Government of Gujarat (GoG), subject to a maximum period of five years.
  • Shri Sanjeev Kumar is not liable to retire by rotation.
  • He is currently the Principal Secretary to the Chief Minister of Gujarat and draws his pay and allowances from the GoG. Consequently, no remuneration is presently payable to him by the company.
  • The resolution authorizes the board to agree to pay any future remuneration/special pay as may be granted and conveyed by the GoG, subject to statutory limits under the Companies Act, 2013.
  • He will exercise substantial powers of management subject to the board's control.

Voting Process

  • Method: The vote will be conducted entirely through remote e-voting.
  • Service Provider: KFin Technologies Limited (KFinTech) has been engaged to provide the e-voting facility.
  • Eligibility: Only members whose names were on the Register of Members/List of Beneficial Owners as of the cut-off date, Thursday, October 01, 2026, are eligible to vote.
  • Voting Period: The remote e-voting commences on Wednesday, October 07, 2026, at 9:00 AM (IST) and ends on Thursday, November 05, 2026, at 5:00 PM (IST).

Scrutinizer Appointment and Role

  • Scrutinizer: CS J. J. Gandhi, Practicing Company Secretary (FCS 3519, CP No. 2515), has been appointed to scrutinize the entire e-voting process in a fair and transparent manner.
  • Role: The Scrutinizer will submit a report to the Chairman on the result of the postal ballot within two working days of the conclusion of the remote e-voting, i.e., on or before Monday, November 09, 2026.
  • Finality: The Scrutinizer's decision on the validity of the votes cast will be final.

Result Declaration and Compliance

  • The results, along with the Scrutinizer's report, will be:
  • Placed on the company's website (www.gnfc.in) and KFinTech's website (https://evoting.kfintech.com).
  • Submitted to BSE Limited and the National Stock Exchange of India Limited within two working days of the voting conclusion, in compliance with Regulation 44(3) of the SEBI LODR.
  • The resolution will be deemed passed on the last date of voting (November 05, 2026) if it receives the requisite majority.

Background and Rationale for the Resolution

  • The Government of Gujarat (GoG), exercising its rights under Article 136 of the company's Articles of Association, nominated and appointed Shri Sanjeev Kumar as a Director via Notification No. AIS/35.2026/37/Ser(I) dated September 05, 2026.
  • He assumed the additional charge of Managing Director on September 09, 2026, following the relinquishment of charge by the previous MD, Shri Rajkumar Beniwal, IAS.
  • The Board of Directors approved his appointment on September 16, 2026, based on a recommendation from the Nomination and Remuneration Committee.
  • Shareholder approval is sought to comply with Regulation 17(1C) of the SEBI LODR, which requires such approval at the next general meeting or within three months of appointment (by December 08, 2026).

Director Details (Shri Sanjeev Kumar, IAS)

  • DIN: 03600655
  • Age: 56
  • Date of Appointment: September 09, 2026
  • Qualifications: B.Tech. (Hons.) from IIT Kharagpur; M.P.A. from the Hubert H. Humphrey School of Public Affairs, University of Minnesota, USA.
  • Experience: A 1998-batch IAS officer from the Gujarat cadre with over 27 years of experience in public administration. Currently serves as the Principal Secretary to the Chief Minister of Gujarat.
  • Shareholding: Holds NIL shares in the company as of the notice date.
  • Other Directorships: Holds directorships in several other entities, including Gujarat State Fertilizers & Chemicals Limited and Gujarat Green Revolution Company Limited.
  • Relationship: Not related to any other director or Key Managerial Personnel of the company.

Additional Information for Shareholders

  • The notice was sent only by electronic mode to members with registered email addresses.
  • Members were advised to update their bank details, PAN, email addresses, and other KYC information with their Depository Participants or the RTA.
  • Detailed instructions for e-voting for both demat and physical shareholders are provided in the document, including contact information for KFinTech (toll-free no.: 1800-309-4001) for assistance.
  • A special window for the transfer and dematerialization of physical securities is open until February 04, 2027, as per SEBI circulars.