EGM Details

  • Date: Friday, 17th July, 2026
  • Time: 12:00 P.M. (IST)
  • Venue: 701, Arunachal Building, 19, Barakhamba Road, Connaught Place, New Delhi – 110001
  • Cut-off Date for Shareholder Eligibility: 10th July, 2026
  • E-voting Period: 14th July, 2026 (09:00 A.M.) to 16th July, 2026 (05:00 P.M.)
  • Scrutinizer: Mr. Kundan Agrawal (Company Secretary in Practice)
  • E-voting Service Provider: Central Depository Services Limited (CDSL)

Resolutions Proposed (Special Business)

1. Adoption of New Memorandum of Association

Resolution Type: Special Resolution

Purpose: To adopt new Memorandum of Association (MOA) in conformity with Companies Act, 2013, replacing existing MOA based on Companies Act, 1956.

Legal References: Sections 4, 13 of Companies Act, 2013; Companies (Incorporation) Rules, 2014; SEBI LODR Regulations, 2015

Authorization: Board/Directors authorized to file necessary forms with Registrar of Companies and make modifications as required.

2. Adoption of New Articles of Association

Resolution Type: Special Resolution

Purpose: To adopt new Articles of Association (AOA) aligned with Companies Act, 2013 and SEBI LODR Regulations, 2015, with specific amendments including:

  • Clause 1 modification for issuing equity shares with differential rights
  • Insertion of Clauses 8A, 8B, 8C covering share issuance, private placement, share certificates, and depository system
  • Insertion of Clauses 66A, 66B for Managing Director/Whole Time Director appointments and borrowing powers
  • Deletion of Clause 79
  • Insertion of Clause 92A for general powers

Legal References: Section 14 of Companies Act, 2013; SEBI LODR Regulations, 2015

3. Alteration of Object Clause of Memorandum

Resolution Type: Special Resolution

Purpose: Fundamental business diversification from cement sector to consumer electronics and allied products trading, distribution, and related activities.

New Business Areas: Manufacturing, trading, distribution of mobile phones, smartphones, consumer electronics, electrical appliances, computers, IT equipment, accessories, and related services.

Rationale: Due to prolonged inactivity in core cement operations and limited revenue generation, leveraging director's experience in electronics distribution.

Legal References: Sections 4, 13, 15 of Companies Act, 2013

Financial Impact: Enables commencement of new business activities as approved by Board.

4. Appointment of Mr. Faizal Bavaraparambil Abdul Khader

Resolution Type: Special Resolution

Director Details:

  • Name: Mr. Faizal Bavaraparambil Abdul Khader
  • DIN: 07729191
  • Category: Non-Executive Non-Independent Director
  • Appointment Date: Initially appointed as Additional Director on 20th April, 2026
  • Liability: To retire by rotation

Profile: Entrepreneur with 18 years experience in plywood, spices, resins, petrochemicals, and electronics distribution.

Remuneration: Entitled to sitting fees for Board/Committee meetings within statutory limits.

Current Directorships:

  • Safa Systems & Technologies Limited (Director)
  • Kanone Technologies Limited (Director)
  • Safa Plywoods Pvt. Ltd (Director)
  • Kanone Petrochem Private Limited (Director)
  • RCC Cements Limited (Additional Director)
  • B.P. Capital Limited (Director)

Committee Memberships: Audit Committee, NRC, SRC in various companies

Shareholding: Does not hold any equity shares in Interworld Digital Limited

5. Borrowing Powers Authorization

Resolution Type: Special Resolution

Authorization Limit: ₹200,00,00,000 (Two Hundred Crore)

Purpose: General business requirements, expansion plans, working capital needs

Borrowing Instruments: Loans, cash credit, advances, deposits, bill discounting, debentures, commercial papers, syndicated loans in INR/foreign currencies

Security Options: Unsecured or secured by mortgage, charge, hypothecation, lien, pledge of company assets

Condition: Monies borrowed may exceed aggregate of paid-up capital + free reserves + securities premium

Supersedes: All earlier borrowing resolutions

6. Investments/Loans/Guarantees Authorization

Resolution Type: Special Resolution

Authorization Limit: ₹50,00,00,000 (Fifty Crore)

Coverage: Loans, advances, investments, guarantees, securities to bodies corporate/persons

Purpose: Strategic investments, inter-corporate loans, business expansion, treasury management

Condition: May exceed limits prescribed under Section 186(2) of Companies Act, 2013

Supersedes: All earlier resolutions under Section 186

7. Transactions under Section 185

Resolution Type: Special Resolution

Authorization Limit: ₹25,00,00,000 (Twenty Five Crore) aggregate

Single Entity Limit: ₹5,00,00,000 (Five Crore) maximum per entity

Coverage: Loans, guarantees, securities to entities where directors are interested

Conditions:

  • Funds utilized only for principal business activities
  • Arm's length transactions
  • Interest rate not lower than market benchmarks (MCLR/external benchmarks)
  • Proper documentation including loan agreements

Compliance: Subject to SEBI LODR Regulations for material related party transactions

8. Material Related Party Transactions for FY2026-27

Resolution Type: Ordinary Resolution

Aggregate Limit: ₹26,80,00,000 (Twenty Six Crore Eighty Lakh)

Related Parties Covered:

  • Directors: Mr. Faizal Bavaraparambil Abdul Khader, Mr. Peeyush Kumar Aggarwal
  • Key Managerial Personnel: CEO, Company Secretary, CFO
  • Entities: Safa Systems and Softwares Limited, Kanone Technologies Limited, Omkam Global Capital Private Limited

Transaction Types: Borrowings, remuneration, transfer of resources

Specific Limits:

  • Mr. Faizal Bavaraparambil Abdul Khader: ₹5,00,00,000 (borrowings)
  • Mr. Peeyush Kumar Aggarwal: ₹20,00,000 (borrowings)
  • KMP: ₹60,00,000 (remuneration - ₹20,00,000 each for CEO, CS, CFO)
  • Safa Systems & Technologies Limited: ₹10,00,00,000 (borrowings)
  • Kanone Technologies Limited: ₹10,00,00,000 (borrowings)
  • Omkam Global Capital Private Limited: ₹1,00,00,000 (borrowings)

Conditions: Arm's length basis, ordinary course of business

Previous Transactions: FY2025-26 details provided for comparison

Financial Metrics Disclosure

Debt to Equity Ratio:

  • Before proposed transactions: 0.02
  • After proposed transactions: 1.47

Debt Service Coverage Ratio:

  • Before proposed transactions: 0.00
  • After proposed transactions: 0.00

Turnover: Company reported NIL turnover during immediately preceding financial year

Voting Arrangements

  • E-voting: Through CDSL platform from 14th to 16th July 2026
  • Physical Voting: At EGM venue for shareholders not voting electronically
  • Proxy Voting: Allowed with 48-hour advance submission requirement
  • Corporate Members: Require board resolution for authorized representatives

Inspection Facilities

All documents including proposed MOA, AOA available for inspection at Registered Office on working days between 2 P.M. to 4 P.M. until EGM date.