Key Decisions and Approvals
The Board of Directors, in a meeting held on September 4, 2026 (from 3:00 p.m. to 4:00 p.m.), approved a Scheme of Arrangement between the Company and its Shareholders for reduction of share capital under Section 66 of the Companies Act, 2013.
This approval is subject to necessary approvals from the shareholders of the Company, the Ahmedabad Bench of the National Company Law Tribunal (NCLT), and other required statutory and regulatory approvals.
Details of the Capital Reduction and Consolidation Scheme
The Scheme provides for the reduction and consolidation of the Company's share capital.
Quantitative Effect:
- The existing paid-up equity share capital shall be reduced from ₹9,00,03,000 (Rupees Nine Crores Three Thousand Only), comprising 9,00,03,000 equity shares of Re. 1/- each, to ₹90,00,300 (Rupees Ninety Lakhs Three Hundred Only), comprising 90,00,300 equity shares of Re. 1/- each.
- This is achieved by cancelling and extinguishing 8,10,02,700 equity shares of Re. 1/- each, aggregating ₹8,10,02,700 (Rupees Eight Crore Ten Lakh Two Thousand Seven Hundred only).
Subsequent Consolidation:
- Following the reduction, the face value of the shares will be consolidated from Re. 1/- per share to Rs. 10/- per share.
- The post-consolidation paid-up equity share capital will comprise ₹90,00,300 (Rupees Ninety Lakhs Three Hundred Only), represented by 9,00,030 fully paid-up equity shares of Rs. 10/- (Rupees Ten only) each.
Rationale and Financial Impact:
- The reduction of paid-up share capital will be utilized to offset the Company's accumulated losses.
- The stated purpose is to bring a true and fair representation of the Company's financial position by aligning the capital structure with its available assets.
- The company states there will be no cash outflow from this transaction.
- The scheme is not expected to be prejudicial to the interests of members or creditors and will not affect the Company's ability to honour its commitments.
- There will be no change in the shareholding pattern of any entity as a result of the scheme.
- No specific benefit is derived by the promoter and promoter group.
- No consideration is proposed to be given to any shareholders.
Annual General Meeting (AGM) and Related Corporate Actions
The Board also decided to convene an Annual General Meeting (AGM) on Wednesday, September 30, 2026, at 01:00 P.M. at the company's registered office in Ahmedabad.
The primary purpose of the AGM is to seek shareholder approval for the aforementioned Scheme of Reduction and Consolidation of Capital.
Other AGM-related items include:
- Approval of the Director’s Report along with the Annual Report for the financial year ended March 31, 2026.
- The Register of Members and share transfer books will remain closed from September 23, 2026, to September 30, 2026, for the purpose of the AGM.
- Mr. Jitendra Parmar (COP No.: 15863), Proprietor of M/s. Jitendra Parmar & Associates, was appointed as the Scrutinizer to oversee the Remote E-Voting process.
- The facility for remote e-voting will be provided to members holding shares as of the cut-off date, Wednesday, September 23, 2026.
- The remote e-voting period will be from Sunday, September 27, 2026 (09:00 a.m.) to Tuesday, September 29, 2026 (05:00 p.m.).
Regulatory Compliance and Other Information
The company disclosed that, pursuant to Regulation 37(6)(b) of the SEBI LODR Regulations, 2015, it is not required to obtain any observation or permission from BSE or SEBI for the proposed scheme.
The expected time of completion for the scheme is subject to the approval process of the Hon'ble NCLT and the fulfillment of all necessary formalities, including filings with the Registrar of Companies.