Meeting Details

The 110th Annual General Meeting was held on 25 September 2026 through Video Conferencing/Other Audio Visual Means (VC/OAVM) at 10:30 AM IST. The meeting was conducted in compliance with MCA Circular No. 20/2020 dated 5 May 2020 and subsequent circulars.

Proposed Resolutions and Implications

The AGM considered 8 resolutions:

1. Ordinary Resolution: To receive, consider and adopt the audited financial statements for FY ended 31 March 2026 with Reports of Board of Directors, Auditors' and comments of Comptroller & Auditor General of India

2. Ordinary Resolution: To confirm payment of Interim Dividend of ₹5.75 per equity share and Second Interim Dividend of ₹7.15 per equity share and to declare Final Dividend of ₹6.70 per equity share (total Dividend of ₹19.60 per equity share for FY 2025-26)

3. Ordinary Resolution: To appoint Director in place of Capt. Sunilkumar Panangadan, IN (Retd.) (DIN: 11193635) who retires by rotation

4. Ordinary Resolution: To fix remuneration of Statutory Auditors to be appointed by Comptroller & Auditor General of India for FY 2026-27

5. Ordinary Resolution: To confirm Appointment of Shri Niranjan Mukund Bhalerao (DIN: 10941391) as Whole-time Director designated as Director (Finance)

6. Ordinary Resolution: To confirm Appointment of Dr. Vijay Namdeorao Zade (DIN: 05142336) as Government Nominee Director

7. Ordinary Resolution: To ratify remuneration payable to Cost Auditors for FY ending 31 March 2027

8. Special Resolution: To approve alteration of Articles of Association of the Company

Voting Process and Methods

The voting process included:

  • Remote e-voting through NSDL from 09:00 AM IST on 20 September 2026 to 5:00 PM IST on 24 September 2026
  • E-voting facility at the AGM for shareholders attending through VC/OAVM who had not voted through remote e-voting
  • Cut-off date for determining shareholders entitled to vote: 18 September 2026

Key Voting Outcomes

Overall Participation

  • Total shareholders on record date: 408,089
  • Total number of shares: 114,552,000
  • Shareholders present in meeting: 108 (Public) representing 23,495 shares
  • Promoters present: 0

Resolution-wise Results:

Resolution 1: Adoption of Financial Statements

  • Total votes cast: 90,406,091 (79.017% of outstanding shares)
  • Votes in favor: 89,602,412 (99.109%)
  • Votes against: 803,679 (0.891%)
  • Invalid votes: 108,947 shares from 4 shareholders

Resolution 2: Dividend Declaration

  • Total votes cast: 90,408,382 (79.019% of outstanding shares)
  • Votes in favor: 89,694,905 (99.209%)
  • Votes against: 713,477 (0.791%)
  • Invalid votes: 108,947 shares from 4 shareholders

Resolution 3: Director Re-appointment (Capt. Sunilkumar Panangadan)

  • Total votes cast: 90,405,934 (79.016% of outstanding shares)
  • Votes in favor: 86,820,543 (96.036%)
  • Votes against: 3,585,391 (3.964%)
  • Invalid votes: 108,947 shares from 4 shareholders

Resolution 4: Statutory Auditors' Remuneration

  • Total votes cast: 90,405,913 (79.016% of outstanding shares)
  • Votes in favor: 89,082,242 (98.538%)
  • Votes against: 1,323,671 (1.462%)
  • Invalid votes: 108,947 shares from 4 shareholders

Resolution 5: Appointment of Director (Finance) - Niranjan Mukund Bhalerao

  • Total votes cast: 90,405,778 (79.016% of outstanding shares)
  • Votes in favor: 87,540,341 (96.831%)
  • Votes against: 2,865,437 (3.169%)
  • Invalid votes: 108,947 shares from 4 shareholders

Resolution 6: Appointment of Government Nominee Director - Vijay Namdeorao Zade

  • Total votes cast: 90,405,910 (79.016% of outstanding shares)
  • Votes in favor: 86,675,766 (95.876%)
  • Votes against: 3,730,144 (4.124%)
  • Invalid votes: 108,947 shares from 4 shareholders

Resolution 7: Cost Auditors' Remuneration

  • Total votes cast: 90,405,798 (79.016% of outstanding shares)
  • Votes in favor: 89,692,089 (99.209%)
  • Votes against: 713,709 (0.791%)
  • Invalid votes: 108,947 shares from 4 shareholders

Resolution 8: Alteration of Articles of Association

  • Total votes cast: 90,405,893 (79.016% of outstanding shares)
  • Votes in favor: 90,405,390 (99.999%)
  • Votes against: 503 (0.001%)
  • Invalid votes: 108,947 shares from 4 shareholders

Category-wise Voting Breakdown:

Promoter and Promoter Group:

  • Shares held: 85,341,240
  • 100% participation through e-voting for all resolutions
  • 100% votes in favor for all resolutions

Public - Institutional Holders:

  • Shares held: 5,994,347
  • Participation ranged from 85.696% to 85.722% across resolutions
  • Varied voting patterns with significant against votes on director appointments

Public - Others:

  • Shares held: 23,216,413
  • Participation ranged from 0.158% to 0.162% across resolutions
  • Generally high favor votes (98-99+%) across resolutions

Scrutinizer's Role and Findings

Atul Kumar Labh, Practising Company Secretary (FCS-4848/CP-3238) of M/s. A. K. Labh & Co., was appointed as scrutinizer. His responsibilities included:

  • Scrutinizing electronic voting process through remote e-voting and e-voting at AGM
  • Ensuring fair and transparent voting process
  • Ascertaining requisite majority for voting as per Companies Act, 2013 and Rule 20 of Companies (Management and Administration) Rules, 2014

The votes were unblocked on 25 September 2026 at approximately 01:35 PM IST after AGM completion in presence of two independent witnesses:

1. Mr. Rahul Lal (5/1L, Bir Ananta Ram Mondal Lane, Kolkata - 700 050)

2. Ms. Anushree Dasgupta (28/N, Dwijen Mukherjee Road, Behala, Kolkata - 700 060)

The scrutinizer confirmed all resolutions passed with requisite majority.

Compliance Confirmation

The document confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 44)
  • Companies Act, 2013 (Section 108)
  • Companies (Management and Administration) Rules, 2014 (Rule 20)
  • MCA Circular No. 20/2020 and subsequent circulars