Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Meeting Details
Date of Meeting: Wednesday, July 29, 2026
Time of Meeting: 11:00 A.M.
Location/Type: The meeting will be held through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) facility in compliance with circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI. The deemed venue is the Registered Office of the Company at D-118, Industrial Area, Phase VII, Mohali, Punjab-160055.
Proposed Resolutions and Implications
Ordinary Business:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon.
2. To re-appoint Mr. Gursimran Singh (DIN: 02209675), who retires by rotation under Section 152(6) of the Companies Act, 2013, as a Director.
Special Business:
3. Increase in Authorised Share Capital (Special Resolution): To increase the Authorized Share Capital from ₹50,00,00,000 (divided into 25,00,00,000 equity shares of ₹2 each) to ₹70,00,00,000 (divided into 35,00,00,000 equity shares of ₹2 each) by creating an additional 10,00,00,000 equity shares. This requires alteration of Clause V of the Memorandum of Association.
4. Issuance of Equity Shares on a Preferential Basis (Special Resolution): To issue, offer, and allot up to 90,00,000 equity shares of face value ₹2 each at a price of ₹4.30 per share (including a premium of ₹2.30 per share) to the promoter, Healthy Biosciences Limited, aggregating to ₹3,87,00,000. The objects of this issue are:
- Construction of storage godowns/warehouses (₹3,67,00,000)
- General corporate purposes (₹20,00,000)
The relevant date for pricing is June 29, 2026. The shares will rank pari passu with existing equity shares and be subject to lock-in as per SEBI ICDR Regulations. The allotment must be completed within 15 days of shareholder approval or within 15 days of receiving the last regulatory approval if applicable.
Voting Process and Methods
The company is providing facilities for:
- Remote e-Voting through NSDL
- e-Voting during the AGM for those who have not voted remotely
- Participation in the AGM through VC/OAVM
Remote e-Voting Period: Begins on Saturday, July 25, 2026, at 09:00 A.M. and ends on Tuesday, July 28, 2026, at 5:00 P.M.
Cut-off date for determining voting rights: July 17, 2026
Share Transfer Books Closure: July 23, 2026, to July 29, 2026 (both days inclusive)
Scrutinizer Appointment
Mr. Mast Ram, Proprietor of M/s. M.R. Chechi & Associates, Practicing Company Secretaries, Chandigarh, has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer will submit a consolidated report to the Chairman within 48 hours of the meeting conclusion.
Compliance with Laws and Regulations
The notice confirms compliance with:
- Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 30 and 44)
- Companies Act, 2013 and rules thereunder
- SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
- SEBI (Substantial Acquisitions and Takeovers) Regulations, 2011
- Various MCA and SEBI circulars regarding conducting AGMs through VC/OAVM
Additional Information
- The explanatory statement provides detailed disclosures about the preferential issue, including pricing rationale, shareholding pattern changes, and lock-in requirements.
- The notice includes comprehensive instructions for shareholders regarding remote e-voting and participation in the VC meeting.
- The company is not required to transfer any unclaimed dividend to the Investor Education & Protection Fund for the current financial year.
- The register of directors and key managerial personnel and their shareholding will be available for inspection at the AGM.