Meeting Details

The 53rd AGM will be held on Wednesday, September 30, 2026, at 11:30 AM (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The deemed venue is the Registered Office of the Company. The meeting is convened pursuant to MCA General Circular No. 09/2024 dated September 19, 2024, and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024, permitting virtual AGMs until September 30, 2026.

Proposed Resolutions and Implications

Ordinary Businesses

1. Adoption of Financial Statements: To consider and adopt the audited financial statements (including consolidated financial statements) for the financial year ended March 31, 2026, along with reports of the Board of Directors and auditors.

2. Re-appointment of Director: To re-appoint Mr. Vinay Kumar Modi (DIN: 00274605), who retires by rotation, as a Director.

Special Businesses

3. Re-appointment of Managing Director: To re-appoint Mr. Alok Modi (DIN: 00174374) as Managing Director for a term of five years, commencing October 1, 2026, without remuneration, subject to Central Government approval. Mr. Alok Modi is currently Managing Director of Gujarat Guardian Limited and draws remuneration from there. He will be entitled to reimbursement of business expenses. His reappointment requires Central Government approval as he is a foreign national not meeting the 12-month residency condition.

4. Amendment of Memorandum of Association: To alter the Object Clause by inserting a new sub-clause (A) under Clause 9 to enable the company to operate in the health, beauty, and wellness services sector. This includes operating salons, gymnasiums, manufacturing beauty products, and conducting training programs. The amendment is proposed to facilitate the takeover of a salon business from joint venture Modi Marco Aldany Private Limited (MMAPL), which became non-operational due to COVID-19 impacts and the exit of its partner, Alma Beauty Corporation S.L., Spain.

Voting Process and Methods

The company provides remote e-voting and e-voting during the AGM via NSDL.

  • Remote e-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM).
  • Cut-off date for voting rights: September 23, 2026.
  • Members can vote electronically at https://www.evoting.nsdl.com/ using credentials provided via email.
  • Members joining the AGM via VC who have not voted remotely can vote during the meeting.
  • Proxy appointments are not permitted for this virtual AGM.
  • Corporate members must submit certified copies of Board resolutions authorizing their representatives.

Key Voting Outcomes and Scrutinizer

  • M/s. Rashmi Saxena and Associates, Practicing Company Secretaries (C.P. No. 6938), are appointed as scrutinizers to ensure a fair and transparent e-voting process.
  • The scrutinizer will unblock votes within 48 hours of the e-voting period ending, in the presence of two witnesses not employed by the company, and submit a report to the chairman.
  • Results of remote e-voting and e-voting during the AGM will be aggregated and declared within 48 hours of the meeting.
  • Results and the scrutinizer's report will be posted on the company's website (www.modirubberlimited.com) and NSDL's website and communicated to stock exchanges.

Compliance with Laws and Regulations

The notice complies with:

  • Companies Act, 2013 (Sections 108, 102, 103, 113, 170, 189).
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations 36, 44).
  • Companies (Management and Administration) Rules, 2014 (Rule 20).
  • MCA Circular No. 09/2024 and SEBI Circular dated October 3, 2024.
  • Secretarial Standard-2 (SS-2).

Additional Information

  • The notice, annual report, and other documents are available on the company's website (www.modirubberlimited.com) and stock exchange websites (BSE and NSE).
  • Members can inspect documents (e.g., Memorandum of Association, Register of Directors) electronically during the AGM or at the Registered Office from September 23, 2026, to the AGM date, between 11:00 AM and 1:00 PM on working days.
  • Members must register email IDs with MAS Services Limited (RTA) by September 23, 2026, to receive communications and vote.
  • Institutional shareholders must email scanned copies of Board resolutions and authorized signatory details to the scrutinizer (rashmikirt@gmail.com) and NSDL (evoting@nsdl.co.in).