Meeting Details

  • Date and Time: Tuesday, 29th September, 2026 at 12:30 PM (IST)
  • Venue: Mayfair Hotels & Resorts Ltd, 8-B, Jayadev Vihar, Bhubaneswar, Odisha 751013
  • Record Date: Tuesday, 22nd September, 2026
  • Remote E-voting Period: Friday, 25th September, 2026 at 9:00 am to Monday, 28th September, 2026 at 5:00 pm
  • Scrutinizer: CS Jyotirmoy Mishra (FCS-6556, CP No-6022) of Sunita Jyotirmoy & Associates

Ordinary Business Items

1. Adoption of Audited Financial Statements

  • Consideration and adoption of Audited Standalone Financial Statements for FY ended March 31, 2026
  • Consideration and adoption of Audited Consolidated Financial Statements for FY ended March 31, 2026
  • Reports of Board of Directors and Auditors to be considered

2. Re-appointment of Director

  • Mrs. Geeta Rani Panda (DIN: 03283801), Non-executive Director, retires by rotation
  • Seeking re-appointment as Non-executive Non-Independent Director
  • Age: 88 years, Holding: No shares

3. Appointment of Independent Director

  • Mr. Ramesh Narayan Rao Deshpande (DIN: 11708751) appointed as Additional Independent Director from 9th May 2026
  • Seeking confirmation as Independent Director for term from 9th May 2026 to 8th May 2031
  • Qualifications: BSc from Karnatak University, BBA from Lorenzo University, USA
  • Experience: 3 decades in industry, especially coke industry
  • Not subject to retirement by rotation

Special Business Items

4. Revision of Managing Director Remuneration

  • Mr. Bibhu Datta Panda (DIN: 01579026), Managing Director
  • Revised remuneration: ₹8,00,000 per month (₹96 lakh annually) excluding perquisites
  • Effective from 1st April, 2026
  • Perquisites include:
  • Provident fund, gratuity, leave encashment
  • Children's education allowance: ₹12,000 per month per child (max 2 children)
  • Holiday passage for children studying abroad
  • Leave travel concession
  • Club membership fees reimbursement
  • Two cars with driver
  • Current remuneration: ₹48 lakh annually
  • Shareholding: 70,69,440 equity shares

5. Revision of Executive Director Remuneration

  • Mr. Rishiraj Panda (DIN: 08681002), Whole-time Director/Executive Director
  • Revised remuneration: ₹6,00,000 per month (₹72 lakh annually) excluding perquisites
  • Effective from 1st April, 2026
  • Same perquisite structure as Managing Director
  • Current remuneration: ₹60 lakh annually
  • Shareholding: 10 equity shares
  • Age: 29 years, Qualifications: Mechanical Engineer

6. Loans/Guarantees/Security under Section 185

  • Approval sought for aggregate limit of ₹75 crores
  • For loans, guarantees, or security to group companies, associate companies, joint ventures, subsidiaries
  • Or any person in which directors are interested as per Section 185(2)
  • To be utilized for principal business activities only

7. Investments/Loans under Section 186

  • Approval sought to increase limit to ₹75 crores
  • Beyond 60% of paid-up share capital, free reserves and securities premium account
  • Or 100% of free reserves and securities premium account
  • For loans, guarantees, security, or acquisition of securities of other body corporates

8. Borrowing Limits under Section 180(1)(c)

  • Approval sought for borrowing limit of ₹75 crores
  • In addition to temporary loans from bankers
  • May exceed aggregate of paid-up capital and free reserves
  • From banks, financial institutions, debenture issues, commercial papers, etc.

9. Creation of Charges under Section 180(1)(a)

  • Approval sought for creation of charges on movable/immovable properties
  • Total secured amount not to exceed ₹75 crores
  • For securing present and future borrowings

10. Related Party Transactions

  • With Om Avi Carbon Resources Private Limited
  • Estimated value: ₹30 crores during FY 2026-27
  • For purchase and sale of goods, rendering and receiving services
  • Related party as Mr. Bibhu Datta Panda and Mrs. Geeta Rani Panda are shareholders
  • Transactions to be at arm's length and in ordinary course of business

Additional Information

  • No dividend recommended for FY ended March 31, 2026
  • Register of members and Share Transfer Books closed from September 23-29, 2026
  • Registrar and Transfer Agent: KFin Technologies Ltd
  • Remote e-voting through NSDL and CDSL platforms
  • Event number for e-voting: 10232
  • Documents available for inspection at registered office
  • Green initiative: Members encouraged to register email for electronic communication

Financial Implications

  • Remuneration revisions represent significant increase in managerial compensation
  • ₹75 crore borrowing limit indicates planned capital raising activities
  • ₹75 crore investment limit suggests potential expansion or acquisition plans
  • ₹30 crore related party transactions represent material business volume

Governance Aspects

  • Comprehensive director information provided as per Regulation 36(3) of SEBI LODR
  • Detailed voting procedures including remote e-voting facilities
  • Compliance with Section 102 requirements for special business explanations
  • Related party abstention from voting as per SEBI Listing Regulations