Meeting Details

  • Date: Thursday, 27th August 2026
  • Time: 11:00 AM to 12:16 PM IST (with e-voting facility open for additional 30 minutes)
  • Location: Conducted through Video Conferencing (VC)/Other Audio Video Visual Means (OAVM)
  • Type: 93rd Annual General Meeting (AGM)
  • Attendance: 114 members attended through VC
  • Chairperson: Capt. Jagmohan (Retd.), Chairman & Managing Director

Proposed Resolutions and Implications

The following ordinary and special business items were considered:

Ordinary Business:

1. Adoption of Audited Standalone and Consolidated Financial Statements for FY ended 31 March 2026, along with Reports of Board of Directors and Auditors

2. Declaration of final dividend of ₹4.62 per equity share of ₹5 each (92.4%) for FY 2025-26

3. Re-appointment of Shri Biju George (DIN 09343562) who retires by rotation under Section 152(6) of Companies Act, 2013

4. Authorization to Board of Directors to fix remuneration of Statutory Auditors appointed by Comptroller and Auditor General of India for FY 2026-27

Special Business:

5. Ratification of remuneration of Cost Auditors for FY 2026-27

6. Appointment of Shri Dinesh Mahur as Government Nominee Director

Voting Process and Methods

  • E-voting facility was provided to all shareholders for all resolutions
  • Members could cast votes electronically during the meeting or within 30 minutes after conclusion
  • Physical attendance was not permitted, eliminating proxy requirements
  • Live webcast arrangements were made with NSDL for shareholder benefit
  • Participation was recorded for quorum purposes as per Section 103 of Companies Act, 2013

Key Observations from Secretarial Audit

The Secretarial Auditor, M/s SVJS & Associates, reported observations regarding board composition non-compliance:

  • During certain periods of FY 2025-26, the Board composition did not meet requirements for number of Independent Directors, Non-Executive Directors, and Independent Woman Director under Companies Act, 2013 and SEBI LODR Regulations, 2015
  • Intermittent vacancy of Independent Woman Director was not filled within prescribed timeline
  • Vacancies in office of Independent Directors were not filled within timelines prescribed under Regulation 17(1E) of SEBI LODR Regulations, 2015

Management clarified that being a Government Company, appointment of Directors is made by the President of India through Ministry of Defence, and delays were beyond company control.

Additional Information

  • Statutory Auditors' Reports including Comments of Comptroller and Auditor General of India contained no qualifications, reservations, adverse remarks, or disclaimers
  • Seven pre-registered shareholders spoke during Q&A session, with operations and business questions addressed by CMD
  • Results of remote e-voting and e-voting at AGM were to be communicated to BSE Limited (Scrip Code: 543237) and National Stock Exchange of India Limited (NSE Symbol: MAZDOCK)
  • Scrutinizer's Report and voting results were to be hosted on company website

Compliance Confirmation

The meeting was conducted in accordance with:

  • Companies Act, 2013
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Various circulars issued by Ministry of Corporate Affairs (MCA) and SEBI