Meeting Details

  • Date: Tuesday, August 11, 2026
  • Time: 10:30 AM IST
  • Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Deemed Venue: Registered Office at 8, Industrial Area, Sikandrabad–203 205, Distt. Bulandshahr (U.P.)

Ordinary Business

1. Adoption of Financial Statements

To consider and adopt audited financial statements for FY 2025-26:

  • Balance Sheet as at March 31, 2026
  • Profit & Loss Account for year ended March 31, 2026
  • Cash Flow Statement for year ended March 31, 2026
  • Consolidated financial statements
  • Reports of Directors and Statutory Auditors

2. Director Re-appointment

To appoint director in place of Ms. Bindiya Shyam Agrawal (DIN: 09373404) who retires by rotation and is eligible for re-appointment.

3. Dividend Declaration

To declare dividend of ₹1 per equity share (10% of face value of ₹10 each) for financial year ended March 31, 2026.

Special Business

4. Re-appointment of Mr. Mahendra K. Daga as Chairman & Whole Time Director (Special Resolution)

  • Term: April 1, 2027 to March 31, 2030 (3 years)
  • Remuneration Package:
  • Salary: ₹13,50,000 with annual increment of ₹1,00,000 on April 1 each year, reaching ₹15,50,000 by end of term
  • Accommodation: Rent-free furnished/unfurnished accommodation or HRA up to 50% of salary
  • Commission: On net profits as determined by Nomination & Remuneration Committee/Board
  • Perquisites: Up to ₹2,25,000 per month (₹27,00,000 annually) including:
  • Utilities (gas, electricity, water)
  • Home appliances, furniture, furnishings
  • Medical expenses for self and family including foreign treatment
  • Leave Travel Concession
  • Club memberships (max 2 clubs)
  • Insurance premiums (personal accident, global health)
  • Company-maintained car with driver, communication devices
  • Additional Benefits (not counted in perquisite ceiling):
  • Company PF, Superannuation, Annuity contributions
  • Gratuity payment
  • Leave encashment
  • Minimum Remuneration: Payable even in case of no profits/inadequate profits as per Schedule V of Companies Act
  • Other Terms:
  • Reimbursement of business expenses
  • Continuous service recognition for gratuity
  • No sitting fees for board/committee meetings
  • Subject to retirement by rotation

5. Re-appointment of Mr. K.M. Pai as Independent Director (Special Resolution)

  • Term: April 1, 2027 to March 31, 2032 (5 years, second and final term)
  • Current Term Expiry: March 31, 2027
  • Age: Will attain 75 years on August 25, 2027
  • Shareholding: Nil shares as of March 31, 2026

6. Re-appointment of Ms. Bindiya Shyam Agrawal as Non-Executive Non-Independent Director (Special Resolution)

  • Term: October 28, 2026 to October 27, 2027 (1 year)
  • Remuneration: Commission or other payment approved by board regardless of profit adequacy
  • Additional Entitlements: Sitting fees for meetings + expense reimbursement

7. Appointment of Mr. Sreeji Kamala Gopinathan as Independent Director (Special Resolution)

  • Term: May 19, 2026 to May 18, 2029 (3 years, first term)
  • Appointed as Additional Director effective May 19, 2026
  • Shareholding: Nil shares as of March 31, 2026
  • Qualifications: MBA (University of Edinburgh), B.Tech (Applied Electronics & Instrumentation)
  • Experience: 30+ years in IT/digital portfolio leadership

8. Remuneration to Non-Executive Directors (Special Resolution)

  • Period: FY 2027-28 to FY 2029-30 (3 years)
  • Payment: Commission or other remuneration notwithstanding profit adequacy
  • Quantum: To be determined by board within statutory limits
  • Additional: Sitting fees + expense reimbursement for meetings

9. Related Party Transactions (Ordinary Resolution)

  • Parties: M/s Proton Granito Pvt. Ltd. and M/s Corial Ceramic Pvt. Ltd.
  • Relationship: Associate companies (20.86% and 26% shareholding respectively)
  • Nature: Purchase/sale of ceramic/vitrified tiles, adhesives, allied products
  • Period: Until next AGM in 2027
  • Transaction Details:
  • Proton Granito: ₹100 crore limit
  • FY25 transactions: ₹45.25 crore (purchases ₹45.04Cr + sales ₹0.09Cr + expenses ₹0.12Cr)
  • FY26 YTD: ₹18.18 crore
  • Trade advance: Up to ₹2.5 crore for 365 days
  • Corial Ceramic: ₹50 crore limit
  • FY25 transactions: ₹20.17 crore (purchases ₹19.65Cr + expenses ₹0.52Cr)
  • FY26 YTD: ₹11.82 crore
  • Justification: Commercially beneficial with locational supply chain advantages

Dividend and TDS Details

Record Date

July 24, 2026 for dividend entitlement and AGM voting eligibility

TDS Rates for Dividend

Resident Shareholders
  • Individuals: 10% TDS if dividend exceeds ₹10,000 per PAN annually
  • Exemption: Submit Form 121 by July 24, 2026
  • PAN Requirements: Must be valid and Aadhaar-linked; inoperative PAN attracts 20% TDS
Other Entities
  • Insurance Companies/Mutual Funds/Category I/II AIFs: Nil TDS with signed declaration by July 24, 2026
  • Other Entities: Applicable rates with authorized documents by July 24, 2026
Non-Resident Shareholders
  • Requirements: Tax Residency Certificate, Form 41, PAN details, self-declarations
  • Benefits: DTAA benefits available with proper documentation
  • Default TDS: 20% for inoperative PAN

Document Submission

  • Deadline: July 24, 2026
  • Resident Shareholders: admin@mcsregistrars.com
  • Non-Resident/Institutional: investor@orientbell.com

E-Voting Procedures

Remote E-Voting

  • Period: August 8, 2026 (9:00 AM) to August 10, 2026 (5:00 PM)
  • Service Provider: National Securities Depository Limited (NSDL)
  • Cut-off Date: July 24, 2026 for voting eligibility

Voting During AGM

  • Only members who haven't voted remotely can vote during meeting
  • Remote voters can attend but not vote again

Scrutinizer

Ms. Ashu Gupta, Company Secretary (FCS 4123) appointed to scrutinize e-voting process

Financial Performance (FY 2025-26)

Standalone

  • Net Sales: ₹678.8 crore
  • Profit Before Tax: ₹15.0 crore
  • Profit After Tax: ₹11.1 crore
  • Basic EPS: ₹7.60
  • Paid-up Equity Capital: ₹14.7 crore

Consolidated

  • Net Sales: ₹687.0 crore
  • Profit Before Tax: ₹15.3 crore
  • Profit After Tax: ₹12.4 crore
  • Basic EPS: ₹8.46

Unclaimed Dividend Status

  • Unpaid dividends up to FY 2017-18 transferred to Investor Education and Protection Fund (IEPF)
  • FY 2018-19 dividend due for transfer to IEPF on August 28, 2026
  • Shareholders urged to claim dividends for FY 2018-19 and FY 2020-21 to FY 2024-25

Additional Information

  • AGM conducted via VC/OAVM per MCA General Circular no. 03/2025
  • Explanatory statement provided for special business items
  • Documents available for electronic inspection until AGM date
  • Members holding physical shares advised to dematerialize immediately
  • PAN mandatory for all securities market transactions