Key Resolutions and Quantitative Details

1. Alteration of Memorandum of Association

  • Purpose: To expand and diversify business activities beyond current scope
  • Changes: Complete revision of Clause III (Object Clause) including:
  • Main Objects (Clause IIIA): Expanded to include manufacturing, trading, R&D in nutraceuticals, pharmaceuticals, healthcare products, hospitals, diagnostic centers, agricultural activities, and food products
  • Ancillary Objects (Clause IIIB): Added 12 new sub-clauses (58-69) covering legal capacity, investment powers, international registration, asset acquisition, research facilities, agency operations, and agricultural activities
  • Financial Impact: Explicitly states that no IPO proceeds will be utilized for newly added objects
  • Approval Required: Special Resolution under Sections 13, 15 of Companies Act, 2013

2. Increase in Borrowing Limits

  • Current Limit: Not explicitly stated but resolution mentions "supersession of earlier resolution"
  • Proposed Limit: ₹500 crore (Rupees Five Hundred Crore) in excess of paid-up capital + free reserves + share premium
  • Purpose: To meet business expansion, growth opportunities, and strategic initiatives
  • Authority: Board authorized to raise loans through various instruments from banks, FIs, corporates in India or abroad
  • Approval Required: Special Resolution under Section 180(1)(c) of Companies Act, 2013

3. Creation of Mortgage/Charge on Assets

  • Purpose: To secure borrowings within the approved limits
  • Assets Covered: All movable/immovable properties, tangible/intangible assets, present/future, whole/part of undertakings
  • Security Types: Charge, mortgage, pledge, hypothecation, security with power to take over management in default events
  • Approval Required: Special Resolution under Section 180(1)(a) of Companies Act, 2013

4. Loans/Guarantees to Subsidiaries

  • Limit: ₹100 crore (Rupees One Hundred Crore) outstanding at any time
  • Recipients: Subsidiaries (including step-down), associates, JVs, or entities where directors are interested
  • Conditions: Loans must be used for principal business activities only
  • Interest: To be determined at agreed rates from internal resources/accruals
  • Interested Directors: Mr. Mayur Popatlal Sojitra, Mr. Paraskumar Vinubhai Parmar, Mr. Ankurkumar Shantilal Patel, Mr. Harshad Nanubhai Rathod, Mr. Hardik Mukundbhai Prajapati, Mr. Vivek Ashokkumar Patel and their relatives
  • Approval Required: Special Resolution under Section 185 of Companies Act, 2013

5. Increase in Loan/Guarantee/Investment Limits

  • Limit: ₹100 crore (Rupees One Hundred Crore) outstanding at any time
  • Activities Covered: Loans to any person/body corporate, guarantees/security for loans, acquisition of securities of other body corporates
  • Purpose: To enable future business opportunities and growth plans
  • Approval Required: Special Resolution under Section 186 of Companies Act, 2013

Voting Details

  • Cut-off Date: Friday, 04th September, 2026
  • E-voting Period: Thursday, 10th September, 2026 (9:00 AM IST) to Friday, 09th October, 2026 (5:00 PM IST)
  • Service Provider: Central Depository Services (India) Limited (CDSL)
  • Scrutinizer: Mr. Nimish Chunibhai Sakhiya (Sakhiya & Co.), with CS Mukesh Pamnani as alternate
  • Result Declaration: Within 2 working days after e-voting conclusion
  • Communication Mode: Electronic only to members with registered email IDs

Financial Implications

  • Borrowing capacity increase to ₹500 crore beyond capital+reserves
  • Loan/guarantee/investment limits of ₹100 crore each for subsidiaries and general corporate purposes
  • No impact on IPO proceeds utilization for new objects
  • All financial arrangements subject to board discretion and market conditions

Parties Involved

  • Service Provider: CDSL
  • Scrutinizer: Sakhiya & Co. (Nimish Chunibhai Sakhiya)
  • Alternate Scrutinizer: Mukesh Pamnani & Associates
  • Stock Exchange: BSE Limited