AGM Details

The 38th Annual General Meeting is scheduled for Saturday, November 28, 2026 at 03:00 PM IST through Video Conferencing/Other Audio-Visual Means.

Key AGM Participation Details:

  • Live webcast link: www.evotingindia.com
  • Remote e-voting period: November 25, 2026 (9:00 AM) to November 27, 2026 (5:00 PM)
  • Cut-off date for e-voting: November 21, 2026
  • Book closure dates: November 22, 2026 to November 28, 2026 (both days inclusive)
  • Results publication deadline: On or before Monday, November 30, 2026

Ordinary Business

Item 1: Adoption of Audited Financials

To consider and adopt audited financial statements for FY ended March 31, 2026 along with reports of Board of Directors and Auditors.

Special Business

Item 2: Appointment of Secretarial Auditors

  • Proposal to appoint M/s. Jaiswal A & Co., Practising Company Secretaries (COP: 12281) as Secretarial Auditors
  • Term: April 1, 2026 to March 31, 2031 (5 consecutive years)
  • Remuneration to be determined by Board of Directors
  • Based on recommendations of Audit Committee meeting held on May 27, 2026

Item 3: Shifting of Registered Office

  • Proposal to shift registered office from Tamil Nadu to West Bengal
  • Requires consequential amendment to Clause II of Memorandum of Association
  • Subject to approval of Central Government (Regional Director) and other authorities
  • Board decided on September 7, 2026 citing planned business operations in West Bengal

Item 4: Reduction of Share Capital

Capital Reduction Details:

  • Current paid-up capital: ₹13,50,00,000 divided into 1,35,00,000 equity shares of ₹10 each
  • Proposed reduced capital: ₹1,35,00,000 divided into 13,50,000 equity shares of ₹10 each
  • Reduction percentage: 90%
  • Accumulated losses to be written off: ₹12,15,00,000 as per Audited Balance Sheet March 31, 2026
  • Reduction to be on proportionate basis maintaining same shareholder proportions
  • Requires confirmation by National Company Law Tribunal, Chennai Bench

Post-Reduction Process:

  • Shareholders may need to surrender share certificates for cancellation
  • New share certificates to be issued
  • For dematerialized shares, necessary alterations to be made in Depository Accounts
  • Record Date to be fixed for the reduction

Item 5: Approval for Convertible Loans

  • Proposal to raise loans up to ₹50,00,00,000 (Fifty Crores)
  • Loans convertible into equity shares at option of lender
  • From individuals or other entities including directors/promoter companies
  • Specific loan agreements with conversion terms to be executed
  • Pursuant to Section 62(3) of Companies Act, 2013

Item 6: Regularization of Director

  • Regularization of Haripada Naskar (DIN: 11658760) as Director
  • Appointed as Additional Director effective May 4, 2026
  • Holds office until date of AGM

Financial Performance (FY 2025-26)

  • Income: ₹0.00 (previous year: ₹0.00)
  • Total Expenditure: ₹16.87 lakhs (previous year: ₹22.87 lakhs)
  • Net Loss: ₹16.87 lakhs (previous year: ₹22.87 lakhs)
  • No material changes in current financial year
  • No dividends declared or proposed

Capital Structure

  • Paid-up share capital: ₹14.50 crores comprising:
  • 1,35,00,000 equity shares of ₹10 each: ₹13.50 crores
  • 1,00,000 redeemable preference shares of ₹100 each: ₹1.00 crore
  • 90.67% of shares dematerialized as of March 31, 2026

Board Composition (as of March 31, 2026)

Directors:

  • Ms. Girija Krishnamurthi - Chairperson, Independent Director
  • Mr. Haripada Naskar - Independent Director (appointed May 4, 2026)
  • Mr. Gaurav Ranjeet Dulgaj - Independent Director
  • Mr. Rajesh Chandrakant Veturekar - MD/Executive Director

Resigned Directors:

  • Mr. Ankit Kumar - Executive Director (resigned May 4, 2026)
  • Mr. Ratish Tagde - Independent Director (resigned September 8, 2025)
  • Mr. Manoranjan Kumar - Independent Director (resigned May 4, 2026)
  • Mr. Nitin Minocha - Director (resigned August 30, 2025)

Key Appointments

  • Statutory Auditors: M/s. K Gopal Rao & Co., Chartered Accountants (FRN: 000956S)
  • Bankers: Union Bank of India, Broadway Branch, Chennai
  • Registrar & Share Transfer Agent: Cameo Corporate Services Limited, Chennai
  • Company Secretary: S. Krishnan (ACS: 6778)

Corporate Identification Number

L19201TN1987PLC014902

Financial Impact Assessment

The capital reduction proposal aims to clean up the balance sheet by writing off accumulated losses of ₹12.15 crore against capital reduction. The company has been non-operational with minimal revenue and consistent losses. The convertible loan proposal of ₹50 crore indicates plans for business revival.

Voting Arrangements

  • Remote e-voting through CDSL platform
  • VC/OAVM facility for meeting attendance
  • Scrutinizer: Mr. Arun Kumar Jaiswal, Company Secretary in Practice (FCS 14050, CP 12281)
  • Results to be posted on company website and BSE within 2 working days after AGM