Key Resolutions and Quantitative Figures
Item 1: Appointment of Mr. Anuj Jalan (DIN: 02525506) as Chairman and Managing Director
- Term: 3 years effective from 08th July 2026
- Maximum remuneration: ₹2,00,00,000 per year
- Liability: To retire by rotation
Item 2: Appointment of Mr. Raj Kumar Jalan (DIN: 07875364) as Executive Director
- Effective from 08th July 2026
- Maximum remuneration: ₹1,50,00,000 per year
- Liability: To retire by rotation
Item 3: Appointment of Mr. Daivik Jalan (DIN: 10808174) as Non-Independent Non-Executive Director
- Effective from 08th July 2026
- Maximum remuneration: ₹90,00,000 per year
- Liability: To retire by rotation
Item 4: Appointment of Ms. Pragati Goel (DIN: 10447667) as Independent Non-Executive Women Director
- Term: 5 years effective from 08th July 2026
- Remuneration: Profit-related commission within permissible limits
- Not liable to retire by rotation
Item 5: Appointment of Mr. Giri Raj Parashar (DIN: 10491076) as Independent Non-Executive Director
- Term: 5 years effective from 08th July 2026
- Remuneration: Profit-related commission within permissible limits
- Not liable to retire by rotation
Item 6: Appointment of Mr. Shivam Gupta (DIN: 07690975) as Independent Non-Executive Director
- Term: 5 years effective from 08th July 2026
- Remuneration: Profit-related commission within permissible limits
- Not liable to retire by rotation
Item 7: Approval under Section 185 for Loans/Guarantees/Security
- Aggregate limit: ₹500 crores
- Beneficiaries: Subsidiaries, Associates, Joint Ventures, or group entities
- Purpose: Principal business activities of borrowing company
Item 8: Approval for Material Related Party Transactions
- Counterparty: Tandhan Power Technologies Private Limited (wholly owned subsidiary)
- Maximum value: ₹500 crores per transaction
- Duration: Financial year 2026-27 (1 year)
- Nature: Sale/purchase/supply of goods/services, guarantees, borrowings
- Tandhan Power Technologies Financials (2025-26):
- Net Worth: ₹1733.796 million
- Net Profits: ₹-2.05 million
- Credit Rating: BBB-
Item 9: Approval for Change of Name
- From: Shah Foods Limited
- To: Tandhan Energies Limited (or as approved by MCA)
- Rationale: Transition to new business activities different from existing operations
Item 10: Approval for Shifting of Registered Office
- From: State of Gujarat
- To: State of West Bengal
- Rationale: Future business planning and expansion opportunities
Dates and Timelines
- Cut-off date for e-voting: 10th July 2026
- Remote e-voting period: 19th July 2026 (9:00 AM IST) to 17th August 2026 (5:00 PM IST)
- Result declaration: Within 2 working days from conclusion of e-voting (by 19th August 2026)
- Scrutinizer: Mr. Mohan Ram Goenka, Practicing Company Secretaries
Parties Involved
- Company Secretary: Vishal Jha (Membership No.: A80210)
- E-voting service provider: Bigshare Services Private Limited
- Depositories: NSDL and CDSL
- Stock Exchange: BSE Limited
Financial Performance Context
Company financials as disclosed in explanatory statements:
- FY2024: PBT ₹-0.22 million, PAT ₹-0.22 million
- FY2025: PBT ₹0.11 million, PAT ₹0.11 million
- FY2026: PBT ₹-0.21 million, PAT ₹-0.21 million
- Factory closed since 30th June 2019 with no business transactions thereafter
- Company undergoing change of ownership and exploring new businesses
Capital Structure Impact
No direct impact on share capital disclosed. All director appointments subject to retirement by rotation except independent directors.
Voting Arrangements
- Only electronic voting through remote e-voting system
- No physical ballot forms or reply envelopes being sent
- Members must register email addresses with company/depository participants
- Results to be hosted on company website (www.shahfoods.co.in) and BSE website
Additional Information
- Explanatory statement provides detailed background on each resolution
- Director profiles and qualifications included in Annexure A
- Compliance certificate for name change requirements under Regulation 45 provided by N G R M & Co, Chartered Accountants
- Total assets as on 31st March 2026: ₹178.75 crores
- Investment in new activity/project (Tandhan Power): ₹173.58 crores (97.11% of total assets)