The meeting was attended by 32 members in person. Directors present included Mr. K.G. Gupta (Chairman and Managing Director), Mr. Purushottam Mantri (Independent Director), Mrs. Sandhya Ajit Kamat (Independent Director), Mr. Ninad Kamat (Independent Director), and Mr. Cedric Lobo (Executive Director). Key management personnel and auditors were also in attendance.
Key Proceedings
- The Chairman confirmed requisite quorum was present and meeting documents were available for inspection
- No qualifications or adverse comments in Auditors' Report affecting company functioning
- No dividend declared for financial year 2025-26 due to operating losses
- Chairman highlighted global economic uncertainty, geopolitical tensions, volatile raw material prices, and supply chain disruptions impacting manufacturing industries
- E-voting facility was provided through CDSL from August 22, 2026 (9:00 AM IST) to August 24, 2026 (5:00 PM IST)
- Poll voting was conducted at the meeting for members who hadn't voted electronically
Resolutions Passed
Ordinary Business:
1. Adoption of Audited Standalone Financial Statements for FY ended March 31, 2026 - Passed
2. Adoption of Audited Consolidated Financial Statements for FY ended March 31, 2026 - Passed
3. Re-appointment of Mr. Vikram Gupta (DIN:00052019) who retires by rotation - Passed
Special Business:
4. Re-appointment of Mr. Cedric Lobo (DIN:09124746) as Executive, Non-Independent, Whole Time Director for 2 years from June 1, 2026 to May 31, 2028 with remuneration of ₹9.50-15.00 lakhs per annum plus perquisites (house rent allowance, medical allowance, car allowance, conveyance allowance, LTC, children's education allowance) and retiral benefits (PF, superannuation, gratuity, leave encashment) - Special Resolution Passed
5. Re-appointment of Mr. K.G. Gupta (DIN:00051863) as Chairman and Managing Director for 3 years from April 1, 2027 to March 31, 2030 with basic salary of ₹3,60,000 per month, commission not exceeding 1% of net profits, housing benefits, perquisites (medical reimbursement, Mediclaim, LTC, personal accident insurance, business expenses, car with driver, telephone), and retiral benefits (PF, superannuation, annuity, gratuity at half month's salary per completed year, leave encashment) - Special Resolution Passed
6. Approval of Material Related Party Transactions limits for FY 2026-27 with GKB Vision Private Limited (₹27.00 crores) and Lensco-The Lens Company (₹15.00 crores) - Ordinary Resolution Passed
7. Approval for remuneration to Mr. Gaurav Gupta (relative of Mr. K.G. Gupta and Mr. Vikram Gupta) as CEO in subsidiary Lensco-The Lens Company at USD 7400 per month (all inclusive) from September 1, 2026 to August 31, 2027 - Ordinary Resolution Passed
Voting Results
All resolutions were passed with requisite majority. The scrutinizer, Mr. Shivaram Bhat, submitted the combined results of remote e-voting and poll on August 26, 2026:
- Item 1: 2,202,809 votes in favor
- Item 2: 2,202,809 votes in favor
- Item 3: 2,202,809 votes in favor
- Item 4: 2,202,409 votes in favor
- Item 5: 698,175 votes in favor
- Item 6: 44,680 votes in favor
- Item 7: 287,144 votes in favor