Meeting Details

The 41st Annual General Meeting of Munjal Showa Limited was held on August 24, 2026, commencing at 11:00 A.M. and concluding at 12:05 P.M. The meeting was conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM) in compliance with circulars from the Ministry of Corporate Affairs and SEBI, and the provisions of the Companies Act, 2013.

Proposed Resolutions and Implications

Five resolutions were placed before the members for approval:

Ordinary Business:

1. To receive, consider, and adopt the Audited Financial Statements for the year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.

2. To consider, approve, and declare a final dividend on equity shares for the Financial Year 2025-26.

3. To re-appoint Mr. Neeraj Munjal (DIN: 00037792) as a Director, who retired by rotation.

4. To re-appoint Mr. Tetsuya Katsumata (DIN: 11096018) as a Director, who retired by rotation.

Special Business:

5. To re-appoint Mr. Yogesh Chander Munjal (DIN: 00003491) as Chairman & Managing Director of the Company.

Voting Process

The voting process was conducted in two phases:

  • Remote e-voting: Facilitated by Central Depository Services (India) Limited (CDSL). The voting window was open from Friday, August 21, 2026 (9:00 a.m. IST) to Sunday, August 23, 2026 (5:00 p.m. IST).
  • E-voting at the AGM: Members present at the virtual meeting who had not voted remotely were provided an opportunity to vote during the meeting via the CDSL platform. The e-voting facility remained open for 30 minutes after the meeting concluded at 12:05 P.M.

Scrutinizer Appointment

Mr. Arun Kumar, Proprietor of M/s AKU & Associates, Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the entire remote e-voting and e-voting process in a fair and transparent manner.

Voting Results and Disclosure Timeline

The results of the voting were not provided in this document. The company committed to announcing the results within two working days of the meeting's conclusion (i.e., by August 26, 2026). The results will be:

  • Displayed on the notice board at the Registered Office of the Company.
  • Placed on the company's website and on the website of CDSL.
  • Disseminated simultaneously to BSE Limited and the National Stock Exchange of India Limited for publication on their websites.

Attendance and Participation

  • 101 Members attended the meeting through VC/OAVM.
  • All members of the Board of Directors were present.
  • Representatives of the Statutory Auditors and Secretarial Auditors also attended.
  • The Chairman confirmed that a quorum was present.

Compliance and Legal Framework

The meeting was conducted in compliance with:

  • The Companies Act, 2013 and its rules.
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Secretarial Standard-2 on General Meetings.
  • Relevant circulars from the Ministry of Corporate Affairs and SEBI.

Secretarial Audit Report Observations and Management Response

The Secretarial Audit Report for the year contained five observations, to which management provided the following responses:

1. Observation: A shortfall in the minimum number of directors (less than 6) from April 8, 2025, to May 26, 2025, following Mr. Kazuhiro Nishioka's resignation.

Management Reply: The shortfall was due to the time needed to identify a suitable candidate. Compliance was restored on May 26, 2025.

2. Observation: A delayed submission (by 3 hours 58 minutes) of a Regulation 30 disclosure to the NSE concerning a Board Meeting outcome on May 26, 2025.

Management Reply: The delay was inadvertent; internal compliance mechanisms have been strengthened.

3. Observation: Certain instances of sharing Unpublished Price Sensitive Information (UPSI) were not fully captured in the Structured Digital Database (SDD).

Management Reply: Corrective steps are being undertaken to strengthen the recording and monitoring in the SDD.

4. Observation: A delayed statutory filing of e-Form IEPF-2 for appointing Mr. Pankaj Gupta (CFO) as Nodal Officer, due to technical glitches on the MCA portal.

Management Reply: The delay was technical and beyond the company's control; the form was filed at the earliest opportunity.

5. Observation: Instances of untimely circulation of draft Minutes of Board and Committee meetings.

Management Reply: The Company Secretary has assured strict adherence to prescribed timelines going forward.

The management affirmed its commitment to good corporate practices and timely compliance.

Other Proceedings

The Chairman addressed the meeting, covering the company's business, operational and financial performance, revenue growth, and the dividend recommendation. He also discussed investments in manufacturing, engineering, digital infrastructure (including a transition to SAP S/4HANA), technology collaborations, the auto component industry outlook, and sustainability initiatives.

Members were given an opportunity to raise queries, which the Chairman addressed.