Meeting Details

  • NCD Symbol: CL26, CL30
  • Meeting Type: 67th Annual General Meeting (AGM)
  • Date: Monday, August 17, 2026
  • Time: 3:00 PM to 3:35 PM (IST)
  • Location: Conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Record Date: August 10, 2026
  • Total Shareholders on Record Date: 142,560

Meeting Proceedings

The meeting was chaired by Mr. H. V. Goenka, Chairman of the Company. After ascertaining quorum, the meeting commenced at 3:00 PM. The Chairman introduced all attending directors:

  • Mr. Anant Goenka, Vice Chairman and Chairman of Sustainability and Corporate Social Responsibility Committee and Stakeholders' Relationship Committee
  • Mr. Arnab Banerjee, Managing Director and Chief Executive Officer
  • Mr. Milind Sarwate, Independent Director and Chairman of Audit Committee
  • Ms. Sukanya Kripalu, Independent Director and Chairperson of Nomination and Remuneration Committee
  • Ms. Daisy Chittilapilly, Independent Director and Chairperson of Risk Management Committee
  • Mr. Pierre Cohade, Non-Executive Non Independent Director
  • Dr. Santrupt Misra, Non-Executive Independent Director
  • Mr. Paras K. Chowdhary, Non-Executive Non Independent Director
  • Mr. Apurva Chandra, Non-Executive Independent Director

Also in attendance were Mr. Kumar Subbiah (Chief Financial Officer), Mr. Gaurav Tongia (Company Secretary), representatives of Statutory Auditors (B S R & Co. LLP), and Secretarial Auditors (Makarand M. Joshi & Co.).

Total 63 members attended through VC/OAVM facility (21 Promoters/Promoter Group, 42 Public). The Chairman highlighted the company's performance for FY 2025-26. Since the Auditors' Report contained no qualifications, it was not read.

Voting Process

Remote e-voting was available from August 14, 2026 (9:00 AM) to August 16, 2026 (5:00 PM) through NSDL's platform. Members who hadn't voted remotely could vote during the AGM through the e-voting platform. The ESOP Trust did not participate in the voting process.

Proposed Resolutions and Outcomes

All six resolutions were passed with requisite majority:

Ordinary Business

1. Adoption of Financial Statements: Audited Standalone and Consolidated Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors

  • Total votes polled: 30,201,730 (74.6642% of outstanding shares)
  • Votes in favor: 30,201,709 (99.9999%)
  • Votes against: 21 (0.0001%)

2. Declaration of Dividend: ₹35 per equity share (face value ₹10) for FY ended March 31, 2026

  • Total votes polled: 30,214,073 (74.6947% of outstanding shares)
  • Votes in favor: 30,214,054 (99.9999%)
  • Votes against: 19 (0.0001%)

3. Re-appointment of Director: Mr. Anant Vardhan Goenka (DIN: 02089850) as Non-Executive, Non-Independent Director

  • Total votes polled: 30,213,415 (74.6931% of outstanding shares)
  • Votes in favor: 27,398,497 (90.6832%)
  • Votes against: 2,814,918 (9.3168%)

Special Business

4. Ratification of Cost Auditor Remuneration: M/s D.C. Dave & Co. for FY ending March 31, 2026

  • Total votes polled: 30,213,415 (74.6931% of outstanding shares)
  • Votes in favor: 30,213,377 (99.9999%)
  • Votes against: 38 (0.0001%)

5. Authorization for NCD Issuance: Up to ₹1,000 crores on private placement basis

  • Total votes polled: 30,213,415 (74.6931% of outstanding shares)
  • Votes in favor: 30,213,268 (99.9995%)
  • Votes against: 147 (0.0005%)

6. Continuation of Director: Mr. Paras Kumar Chowdhary (DIN: 00076807) as Non-Executive, Non-Independent Director

  • Total votes polled: 30,213,415 (74.6931% of outstanding shares)
  • Votes in favor: 29,460,604 (97.5084%)
  • Votes against: 752,811 (2.4916%)

Shareholder Participation Breakdown

Promoter and Promoter Group: 19,129,128 shares (100% voted in favor across all resolutions)

Public Institutions: 14,987,731 shares

  • Resolution 1: 11,059,661 votes (73.7914% participation), 100% in favor
  • Resolution 2: 11,072,006 votes (73.8738% participation), 100% in favor
  • Resolution 3: 11,071,348 votes (73.8694% participation), 74.575% in favor, 25.425% against
  • Resolution 4: 11,071,348 votes (73.8694% participation), 100% in favor
  • Resolution 5: 11,071,348 votes (73.8694% participation), 100% in favor
  • Resolution 6: 11,071,348 votes (73.8694% participation), 93.2007% in favor, 6.7993% against

Public Non-Institutions: 6,333,233 shares

  • Resolution 1: 12,941 votes (0.2043% participation), 99.8377% in favor, 0.1623% against
  • Resolution 2: 12,939 votes (0.2043% participation), 99.8532% in favor, 0.1468% against
  • Resolution 3: 12,939 votes (0.2043% participation), 99.7836% in favor, 0.2164% against
  • Resolution 4: 12,939 votes (0.2043% participation), 99.7063% in favor, 0.2937% against
  • Resolution 5: 12,939 votes (0.2043% participation), 98.8639% in favor, 1.1361% against
  • Resolution 6: 12,939 votes (0.2043% participation), 99.6986% in favor, 0.3014% against

Scrutinizer's Report

Mr. Mitesh Dhabliwala of Parikh & Associates (Firm Name: Parikh & Associates, Qualification: CS, Membership Number: F8331) was appointed as Scrutinizer by the Board of Directors on April 28, 2026. His report dated August 17, 2026, confirmed:

  • Remote e-voting period: August 14, 2026 (9:00 AM) to August 16, 2026 (5:00 PM)
  • E-voting during AGM was also conducted and scrutinized
  • All votes were counted based on data downloaded from NSDL e-voting system
  • No invalid votes were cast in any resolution

Compliance Confirmation

The meeting was conducted in compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and Rules made thereunder
  • MCA Circulars 03/2025, 09/2024, 09/2023, 10/2022, 2/2022, 20/2020
  • All resolutions passed with requisite majority