Meeting Details

The 45th Annual General Meeting of OTCO International Limited was held on Thursday, 17th September, 2026 at 11:00 AM (IST) through video conference/other audio-visual means. The meeting was conducted in compliance with General Circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI circulars, and as per applicable provisions of the Companies Act, 2013 and Rules made thereunder.

Attendance

Directors and KMP Present (all through VC):

  • Mr. Arun Dash - Independent Director & Chairman
  • Mrs. Bagyalakshmi Tirumalai - Whole-time Director
  • Mr. Alok Dash - Independent Director
  • Mr. Krishnanivas Rajamohan Nair Sailesh - Independent Director
  • Ms. Madhusmita Panda - Company Secretary & Compliance Officer

Other Invitees (all through VC):

  • M/s B.N. MISRA & CO. - Statutory Auditors
  • M/s. Rajesh Agrawal and Associates - Scrutinizer

Quorum: A total of 20 members attended the meeting through video conference.

Meeting Proceedings

The meeting commenced at 11:00 AM (IST) and concluded at 11:28 AM (IST), including time allowed for e-voting at AGM.

The Company Secretary welcomed all participants and introduced the Directors and Key Managerial Personnel. General instructions were provided to members regarding participation and voting through insta-poll. The Chairman addressed members with brief highlights on the financial performance of the Company for the financial year ended March 31, 2026.

Resolutions Considered

The following seven resolutions were put to vote through remote e-voting and considered at the meeting:

1. Ordinary Resolution: To receive, consider and adopt the Audited Balance Sheet as at March 31st, 2026, the Statement of Profit & Loss and Cash Flow Statement for the year ended 31st March, 2026 together with Notes attached thereto, along with Reports of Auditors and Directors thereon.

2. Ordinary Resolution: To appoint a director in place of Mrs. Bagyalakshmi Thirumalai (DIN: 08186335) who retires by rotation and being eligible, offers herself for re-appointment.

3. Special Resolution: Alteration of Object Clause of Memorandum of Association of the Company.

4. Special Resolution: To increase the limits of Borrowing by the Board of Directors of the company under Section 180(1)(C) of the Companies Act, 2013.

5. Special Resolution: To seek approval under Section 180(1)(A) of The Companies Act, 2013 inter alia for Creation of Mortgage or Charge on the assets, properties or undertaking(s) of the company.

6. Special Resolution: To approve consolidation of Share Capital of the Company i.e., Face Value of equity shares from Rs. 2/- each to Rs. 10/- each.

7. Special Resolution: To approve alteration in the Capital Clause (Clause V) of the Memorandum of Association of the Company.

8. Special Resolution: To Consider and Approve the Raising of Funds by Way of an Unsecured Loan with an Option to Convert the same into Equity Shares.

Voting and Discussion

All resolutions had been previously put to vote through remote e-voting. Members were provided facility to ask questions or express views through VC. Members asked questions on financials and future outlook of the Company, with satisfactory responses provided by the Chief Financial Officer.

E-Voting Process

M/s. Rajesh Agrawal & Associates (Mr. Rajesh Kumar Agrawal, Proprietor) was appointed as Scrutinizer to supervise the e-voting process. The Chairman authorized the Company Secretary to declare voting results, intimate the stock exchange, and place results on the company website.

The details of voting results (remote e-voting and e-voting at AGM) along with Scrutinizer's Report will be disseminated to the Exchange and placed on the Company's website in due course.

Financial Impact

The resolutions approved have potential financial implications including:

  • Capital structure change through share consolidation from ₹2 to ₹10 face value
  • Increased borrowing limits under Section 180(1)(C)
  • Authority to create mortgages/charges on company assets under Section 180(1)(A)
  • Fund raising through convertible unsecured loans

Exact financial impact quantification not provided in the disclosure.