Meeting Details

  • Type: Postal Ballot with remote e-voting
  • Cut-off Date: July 24, 2026
  • E-voting Period: July 31, 2026 (9:00 AM IST) to August 29, 2026 (5:00 PM IST)
  • Result Declaration: On or before August 31, 2026

Proposed Resolutions and Implications

Item 1: Increase in Authorized Share Capital (Ordinary Resolution)

  • Current Authorized Capital: ₹110,00,00,000 divided into 11,00,00,000 Equity Shares of ₹10 each
  • Proposed Authorized Capital: ₹500,00,00,000 divided into:
  • 23,00,00,000 Equity Shares of ₹10 each (₹230 crore)
  • 27,00,00,000 Preference Shares of ₹10 each (₹270 crore)
  • Requires alteration of Clause V of Memorandum of Association

Item 2: Approval of Material Related Party Transaction (Ordinary Resolution)

  • Transaction: Issue of Non-Cumulative Non-Convertible Redeemable Preference Shares to Ocean Capital Market Limited
  • Value: ₹250,00,00,000
  • Materiality: Exceeds 10% threshold of FY26 consolidated turnover (₹145.79 crore)
  • Percentage of turnover: 171.47%
  • Related parties must abstain from voting as per Regulation 23 of SEBI LODR

Item 3: Issue of Preference Shares (Special Resolution)

  • Quantity: Up to 25,00,00,000 (Twenty-Five Crore) 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares
  • Face Value: ₹10 each
  • Total Value: ₹250,00,00,000
  • Allottee: Ocean Capital Market Limited (Promoter)
  • Terms:
  • Non-cumulative dividend at 0.01% per annum if declared
  • Non-convertible, non-participating
  • Redemption after 22 months at IRR of 12% per annum
  • Unlisted securities

Inter-Conditionality of Resolutions

The three resolutions are inter-conditional. If any one resolution fails to pass with requisite majority, none of the resolutions shall be implemented.

Voting Process and Methods

  • Mode: Remote e-voting only through NSDL
  • Physical postal ballots dispensed with as per MCA Circulars
  • Voting Rights: Proportional to paid-up equity share capital as on cut-off date
  • Total Paid-up Equity Capital: ₹90,11,84,980 divided into 9,01,18,498 Equity Shares
  • Aggregate Votes: 9,01,18,498
  • Voting Requirements:
  • Item 1 & 2: Simple majority
  • Item 3: Votes in favor must be至少 three times votes against

Scrutinizer Appointment

  • Name: Mr. Jyotirmoy Mishra (FCS 6556, CP No. 6022)
  • Firm: M/s Sunita Jyotirmoy & Associates, Practicing Company Secretaries
  • Role: Scrutinize e-voting process and submit report to Chairman
  • Decision on validity of votes is final

Compliance with Regulations

  • Companies Act, 2013 (Sections 102, 108, 110)
  • Companies (Management and Administration) Rules, 2014 (Rules 20, 22)
  • SEBI (LODR) Regulations, 2015 (Regulation 44)
  • MCA Circular No. 03/2025 dated September 22, 2025
  • SEBI Circulars: May 12, 2020; January 15, 2021; May 13, 2022; January 5, 2023; October 7, 2023; October 3, 2024
  • Secretarial Standard SS-2 issued by ICSI

Key Financial Information

  • FY26 Consolidated Turnover: ₹145.79 crore
  • Materiality Threshold: ₹14.58 crore (10% of turnover)
  • Transaction Value: ₹250.00 crore
  • Ocean Capital Market Limited Financials (FY25):
  • Turnover: ₹144.68 crore
  • Profit After Tax: ₹116.66 crore
  • Net Worth: ₹529.95 crore

Shareholding Pattern

  • Promoter Holding: 84.89% (7,65,00,000 shares)
  • Public Holding: 15.11% (1,36,18,498 shares)
  • Ocean Capital Market Limited Current Holding: 3.33% (30,00,000 shares)

Utilization of Proceeds

Primary utilization for repayment/prepayment of existing indebtedness, including ₹250 crore loan from Ocean Capital Market Limited approved by NCLT Cuttack on August 29, 2025.

Additional Information

  • Notice available on company website: https://shorturl.at/dXUeO
  • Documents available for electronic inspection during voting period
  • Institutional shareholders must submit Board Resolutions to scrutinizer