AGM Details

  • Date: Thursday, June 25, 2026
  • Time: 11:00 A.M.
  • Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Record Date: June 18, 2026
  • Book Closure: June 19, 2026 to June 25, 2026 (both days inclusive)

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the audited Balance Sheet as at March 31, 2026 and Statement of Profit & Loss for the year ended thereon, together with Reports of Auditors and Directors.

2. Re-appointment of Director: To appoint Mr. Sandeep Agarwal (DIN: 00688647) who retires by rotation and offers himself for re-appointment.

Special Business

3. Scheme of Capital Reduction

Resolution Type: Special Resolution

Purpose: To reduce the issued, subscribed and paid-up capital of the Company under Section 66 of Companies Act, 2013.

Current Capital Structure:

  • Pre-Reduction: ₹6.33 crore comprising 63,30,000 equity shares of ₹10 each
  • Post-Reduction: ₹90.42 lakh comprising 9,04,286 equity shares of ₹10 each
  • Reduction Amount: 85.71% of capital (54,25,714 shares) cancelled and extinguished

Financial Impact:

  • Accumulated losses of ₹5.70 crore as of March 31, 2026
  • ₹5.42 crore of accumulated losses to be written off against share capital
  • Remaining accumulated losses after reduction: ₹28.22 lakh

Shareholding Pattern Impact:

  • Pre-Reduction: Promoters 23.15% (14,65,700 shares), Public 76.85% (48,64,300 shares)
  • Post-Reduction: Promoters 23.15% (2,09,386 shares), Public 76.85% (6,94,900 shares)
  • No change in percentage shareholding pattern

Reduction Ratio: 7 shares held for every 1 share retained (6 shares cancelled for every 7 shares held)

Key Conditions:

  • Subject to NCLT Ahmedabad Bench approval
  • No cash payout to shareholders
  • No diminution of liability or payment on reduction
  • Company not required to use "and reduced" in name
  • Fractional shares to be aggregated and sold by trustee, proceeds distributed to shareholders

Rationale:

  • Company has incurred business losses since FY 2014-15 due to lower turnover and higher operational expenses
  • To re-align capital with assets and present true financial position
  • To enable future fundraising opportunities
  • To make balance sheet leaner and downsized

4. Regularization of Mr. Anilkumar Amreliya as Executive Director

Resolution Type: Special Resolution

Details: Regularization of appointment of Mr. Anilkumar Amreliya (DIN: 11339148) as Executive Director, appointed by Board on February 6, 2026.

5. Appointment of Mr. Anilkumar Amreliya as Managing Director

Resolution Type: Special Resolution

Details: Appointment as Managing Director for 5 years from June 25, 2026 to June 18, 2031.

Remuneration: ₹11,000 per month (minimum remuneration as company has inadequate profits)

Financial Performance (FY 2025-26)

  • Total Revenue: ₹16.75 lakh (Revenue from Operations: ₹10.44 lakh, Other Income: ₹6.31 lakh)
  • Total Expenses: ₹554.13 lakh
  • Net Loss: ₹537.38 lakh
  • Accumulated Losses: ₹570.79 lakh (carried forward)
  • EPS: (₹8.49) basic and diluted

Segment-wise Revenue:

  • Pharma: ₹1.00 lakh
  • Real Estate: ₹3.50 lakh
  • Tea Estate: ₹12.25 lakh

Assets and Liabilities (as of March 31, 2026):

  • Total Assets: ₹148.88 lakh
  • Property, Plant & Equipment: ₹74.09 lakh
  • Cash & Cash Equivalents: ₹17.72 lakh
  • Trade Receivables: ₹1.08 lakh
  • Other Current Assets: ₹55.99 lakh
  • Equity Share Capital: ₹633.00 lakh
  • Reserves & Surplus: (₹570.79) lakh
  • Trade Payables: ₹82.34 lakh
  • Provisions: ₹4.34 lakh

Corporate Developments

  • Name Change: From Bansisons Tea Industries Limited to Novyra Pharmachem Limited (effective January 19, 2026)
  • Registered Office Shift: From West Bengal to Gujarat (effective December 1, 2025)
  • Business Diversification: Main object clause amended to include pharmaceuticals business (December 29, 2025)

Board Composition

  • Mr. Sandeep Agarwal - Whole-time Director
  • Mr. Amit Mitruka - Director
  • Mr. Jayanta Kundu - Chief Financial Officer
  • Mrs. Sushilaben Dipakkumar Shah - Independent Director
  • Mr. Chirag Kirtikumar Nanavati - Independent Director
  • Mr. Hiren Dhirajlal Shah - Independent Director
  • Mr. Anilkumar Amreliya - Executive Director (appointed February 6, 2026)

Board Meetings: 12 meetings held during FY 2025-26

Compliance Status

  • No deposits accepted under Sections 73-76 of Companies Act, 2013
  • No pending investigations or proceedings against the Company
  • No fraud reported by auditors during the year
  • No material related party transactions
  • No CSR obligation (not applicable)

Voting Arrangements

  • Remote e-voting period: June 22, 2026 (9:00 AM) to June 24, 2026 (5:00 PM)
  • E-voting service provider: NSDL
  • Scrutinizer: CS Rupal Patel

Other Disclosures

  • Shares in physical form cannot be transferred (SEBI mandate from April 1, 2019)
  • No amount required to be transferred to Investor Education and Protection Fund (IEPF)
  • Company has applied for waiver of fines imposed by BSE for delayed submissions
  • 100% promoter holding not in demat form as required under SEBI LODR Regulations