Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Meeting Details
The postal ballot was conducted without a physical meeting. The remote e-voting period commenced on Friday, 14 August 2026 at 09:00 AM IST and ended on Saturday, 12 September 2026 at 5:00 PM IST. The cut-off date for determining eligible shareholders was Friday, 7 August 2026.
Proposed Resolutions and Implications
Three ordinary resolutions were proposed for shareholder approval:
1. Item No. 1: Approval for borrowing up to ₹100 crore from Mr. Jayeshkumar Chinulal Shah (Promoter and Managing Director) during FY 2026-27
2. Item No. 2: Approval for borrowing up to ₹100 crore from Mrs. Rupalben Jayeshkumar Shah (Promoter and Whole-time Director) during FY 2026-27
3. Item No. 3: Approval for borrowing up to ₹100 crore from M/s. Goldkart Jewels Limited (Promoter group entity, formerly Sona hi Sona Jewellers Limited) during FY 2026-27
These transactions were considered material as they exceeded 95.87% of the company's annual consolidated turnover of ₹104.31 crore for FY 2025-26, crossing the 10% threshold specified under SEBI Listing Regulations.
Voting Process and Methods
The voting was conducted exclusively through remote e-voting facilitated by NSDL. No physical postal ballot or polling was conducted. The notice was sent electronically to all members/beneficiaries registered as of 7 August 2026 who had registered their email addresses.
Key Voting Outcomes
Total Shareholders on Record Date: 2,820
Total Outstanding Shares: 5,00,92,560
Resolution 1: Approval of RPT with Mr. Jayeshkumar Chinulal Shah
- Total Votes Polled: 10,96,197 shares (2.19% of outstanding shares)
- Votes in Favor: 10,96,197 shares (100% of votes polled)
- Votes Against: 0 shares (0%)
- Promoter Group: 0 votes polled (375,53,760 shares held)
- Public Institutions: 0 votes polled (0 shares held)
- Public Non-Institutions: 10,96,197 votes polled (8.74% of 125,38,800 shares held)
Resolution 2: Approval of RPT with Mrs. Rupalben Jayeshkumar Shah
- Total Votes Polled: 10,96,197 shares (2.19% of outstanding shares)
- Votes in Favor: 10,96,197 shares (100% of votes polled)
- Votes Against: 0 shares (0%)
- Promoter Group: 0 votes polled (375,53,760 shares held)
- Public Institutions: 0 votes polled (0 shares held)
- Public Non-Institutions: 10,96,197 votes polled (8.74% of 125,38,800 shares held)
Resolution 3: Approval of RPT with Goldkart Jewels Limited
- Total Votes Polled: 10,96,197 shares (2.19% of outstanding shares)
- Votes in Favor: 10,96,197 shares (100% of votes polled)
- Votes Against: 0 shares (0%)
- Promoter Group: 0 votes polled (375,53,760 shares held)
- Public Institutions: 0 votes polled (0 shares held)
- Public Non-Institutions: 10,96,197 votes polled (8.74% of 125,38,800 shares held)
Scrutinizer's Role and Findings
M/s. Nirav Shah & Associates, Practicing Company Secretaries (Membership No. A39412, CP No. 27102) was appointed as scrutinizer. The scrutinizer:
- Verified the remote e-voting process conducted through NSDL
- Confirmed that 11 members cast 10,96,197 votes across all resolutions
- Certified that all three ordinary resolutions were passed with 100% votes in favor
- Declared the resolutions deemed passed on 12 September 2026 (last date of e-voting)
- Handed over all records to the company for safekeeping
Compliance with Laws and Regulations
The company confirmed compliance with:
- Section 108 and 110 of the Companies Act, 2013
- Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014
- Regulation 44 of SEBI LODR Regulations, 2015
- Secretarial Standard SS-2
- Multiple MCA General Circulars (14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021, 3/2022, 11/2022, 9/2023, 9/2024)
- SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22 November 2021
- NSE Circular NSE/CML/2025/12 dated 15 March 2025
- SEBI Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/18 dated 14 February 2025
Additional Financial Information
The explanatory statement provided detailed annexures with:
- Previous transactions with related parties over last three financial years
- Justification that transactions are at arm's length and in ordinary course of business
- Audit Committee review and recommendation
- Confirmation that related parties did not vote on resolutions
- Details of promoter shareholding (74.97% collectively)
- Certification that transactions are not prejudicial to public shareholders' interests