Meeting Details
The 38th Annual General Meeting of the company was held on Friday, September 25, 2026, at 11:30 AM. The meeting was conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM) in compliance with Section 96 of the Companies Act, 2013 and relevant circulars from the Ministry of Corporate Affairs (MCA) and SEBI. The meeting concluded at 12:15 PM.
Proposed Resolutions and Implications
The meeting transacted nine resolutions as set out in the notice.
Ordinary Business
1. Adoption of Financial Statements (Ordinary Resolution):
- a) Adoption of Standalone Financial Statements for the year ended March 31, 2026, and the Reports of Auditors thereon.
- b) Adoption of Consolidated Financial Statements for the year ended March 31, 2026, and the Report of Auditors thereon.
2. Declaration of Dividend (Ordinary Resolution): Declaration of a dividend of ₹1.50 per equity share of ₹5 each for the year ended March 31, 2026.
3. Appointment of Director (Ordinary Resolution): Appointment of Mr. Kamal Oswal (DIN: 00493213) as a Non-Executive Director liable to retire by rotation.
4. Appointment of Director (Ordinary Resolution): Appointment of Mr. Dinesh Gogna (DIN: 00498670) as a Non-Executive Director liable to retire by rotation.
Special Business
5. Ratification of Remuneration (Ordinary Resolution): Ratification of remuneration of Cost Auditors of the Company.
6. Re-appointment of Independent Director (Special Resolution): Re-appointment of Dr. Anchal Kumar Jain (DIN: 09546925) as an Independent Director for a second term of five consecutive years effective from May 25, 2027.
7. Re-appointment of Independent Director (Special Resolution): Re-appointment of Dr. Roshan Lal Behl (DIN: 06443747) as an Independent Director for a second term of five consecutive years effective from August 24, 2027.
8. Re-appointment of Independent Director (Special Resolution): Re-appointment of Dr. Prem Lata Singla (DIN: 09674172) as an Independent Director for a second term of five consecutive years effective from August 24, 2027.
9. Re-appointment of Independent Director (Special Resolution): Re-appointment of Dr. Rajan Dhir (DIN: 09632451) as an Independent Director for a second term of five consecutive years effective from August 24, 2027.
All resolutions were duly passed with the requisite majority.
Voting Process and Methods
The company provided members the facility to exercise their right to vote by electronic means on all resolutions, either through Remote E-Voting or E-voting at the AGM, as per Section 108 of the Companies Act, 2013 and Regulation 44 of the SEBI LODR Regulations.
- The services of Central Depositary Services (India) Limited (CDSL) were engaged for the e-voting process.
- The remote e-voting facility commenced on September 22, 2026, at 9:00 AM and closed on September 24, 2026, at 5:00 PM.
- The cut-off date for determining member eligibility to vote was Friday, September 18, 2026.
- Members attending the AGM via VC/OAVM who had not cast their votes remotely could cast their vote through e-voting during the AGM. This e-voting window remained open for half an hour from the conclusion of the AGM.
- The facility to appoint a proxy was not available for this VC/OAVM meeting.
Scrutinizer's Role and Findings
- Mr. P.S. Bathla, Proprietor of M/s. P.S. Bathla & Associates, a Company Secretary in Practice, was appointed as the Scrutinizer to scrutinize the entire e-voting process (both remote and at the AGM) in a fair and transparent manner.
- The Scrutinizer's Consolidated Report on the voting was received after the conclusion of the meeting.
- The company will submit the voting results to the stock exchanges in the format prescribed under Regulation 44(3) of the SEBI LODR Regulations.
- The detailed voting results along with the Scrutinizer's Consolidated Report will be uploaded on the company's website and the website of CDSL within two working days from the conclusion of the meeting.
Compliance with Laws and Regulations
The meeting was convened and held in compliance with:
- Section 96 of the Companies Act, 2013.
- Regulation 30 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- General Circulars issued by the Ministry of Corporate Affairs (MCA).
- Circulars issued by the Securities and Exchange Board of India (SEBI).
The Company Secretary confirmed that the Statutory Auditors (M/s. YAPL & Co.) and Secretarial Auditors (M/s. P.S. Bathla & Associates) had given their audit reports without any qualifications, observations, or comments.
Attendees and Quorum
The following individuals attended the meeting:
- Directors: Sh. Jawahar Lal Oswal (Chairman), Sh. Dinesh Oswal, Sh. Kamal Oswal, Mr. Sambhav Oswal (Managing Director), Mr. Dinesh Gogna, Mr. Satish Kumar Sharma (Executive Director), Dr. Manisha Gupta (Independent Director), Dr. Roshan Lal Behl (Independent Director), Dr. Prem Lata Singla (Independent Director), Dr. Rajan Dhir (Independent Director), Dr. Anchal Kumar Jain (Independent Director), Dr. Pankaj Goel (Independent Director).
- Auditors: Mr. Rajat Trivedi (Partner, M/s YAPL & Co., Statutory Auditors), Mr. P.S. Bathla (Proprietor, M/s P.S. Bathla & Associates, Secretarial Auditors).
- Management: Ms. Sakshi Maheshwari (Company Secretary & Compliance Officer), Mr. Rakesh Kumar Jain (Chief Financial Officer).
Quorum was present at the beginning and throughout the meeting.