Meeting Details

This is a postal ballot process conducted through remote e-voting only, without a physical meeting. The process follows Ministry of Corporate Affairs Circular Nos. 14/2020 dated April 8, 2020 and 03/2025 dated September 22, 2025.

Proposed Resolution

Special Business - Item No. 1: Appointment of Dr. Madhuri Kanitkar (DIN: 11062719) as an Independent Director of the Company effective from September 15, 2026 for a term of 5 consecutive years until September 14, 2031. The resolution includes authorization for payment of fees and profit-related commission as approved by the Nomination and Remuneration Committee and Board of Directors.

Voting Process and Methods

The Company has engaged National Securities Depositories Limited (NSDL) to provide remote e-voting facilities. The voting process involves:

  • Remote e-voting period: Commences on Wednesday, September 16, 2026 at 9:00 AM IST and ends on Thursday, October 15, 2026 at 5:00 PM IST
  • Cut-off date: Friday, September 11, 2026 for determining shareholder eligibility
  • Voting methods: Multiple login options provided for demat account holders (both NSDL and CDSL) and physical shareholders
  • Electronic distribution: Notice sent only through electronic mode to members with registered email addresses

Key Voting Outcomes

Voting results are not yet available as the e-voting period is scheduled for September 16 - October 15, 2026. The document specifies that results will be declared within statutory timelines after scrutiny completion and posted on the Company's website and stock exchange websites.

Scrutinizer Appointment

Mr. Dinesh Birla, Practicing Company Secretary, Pune (or failing him, Ms. Kavita Sethi Jain, Practicing Company Secretary, Pune) has been appointed as Scrutinizer to conduct the postal ballot process in a fair and transparent manner. The Scrutinizer will submit a final report to the Chairman after completion of scrutiny.

Compliance with Laws and Regulations

The process complies with:

  • Sections 108, 110, 149, 150, 152, 160, and 161 of the Companies Act, 2013
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Regulation 25(2A) of SEBI LODR for Independent Director appointment
  • Secretarial Standard on General Meetings (SS-2)
  • MCA Circular Nos. 14/2020 and 03/2025

Additional Information

The explanatory statement provides that Dr. Madhuri Kanitkar (age 65) is a retired Lieutenant General from the Indian Army with 39 years of service, last serving as Deputy Chief of Integrated Defence Staff (Medical). She holds no shares in the company and has no relationships with other directors. Her appointment aims to strengthen the Board with professionals from diversified backgrounds, particularly in strategy, management, administration, and governance.