Proposed Resolutions and Implications
1. Increase in Authorised Share Capital and Alteration of Memorandum of Association
This ordinary resolution proposes to increase the company's authorised share capital from ₹1,310 crore (divided into 1,050 crore equity shares of ₹1 each and 26 crore preference shares of ₹10 each) to ₹1,460 crore (divided into 1,200 crore equity shares of ₹1 each and 26 crore preference shares of ₹10 each). This creates an additional 150 crore equity shares. The new shares will rank pari-passu with existing equity shares, and Clause V of the Memorandum of Association will be amended accordingly. The current paid-up equity share capital is ₹971,05,34,855 comprising 971,05,34,855 equity shares, with 9,72,22,222 Fully Convertible Warrants outstanding.
2. Raising Funds through Qualified Institutions Placement
This special resolution seeks approval to raise up to ₹1,000 crore through one or more tranches of Qualified Institutions Placement (QIP) in accordance with SEBI ICDR Regulations. Key terms include:
- Allotment must be completed within 365 days of resolution passing
- Securities will be listed on BSE and NSE
- One-year lock-in period for allottees
- Pricing determined as per Regulation 176 of ICDR Regulations, with possible discount up to 5%
- No single allottee can receive more than 50% of issue size
- Minimum allottees: 2 for issues ≤₹250 crore, 5 for issues >₹250 crore
- Minimum 10% allocation to mutual funds
- Proceeds will fund expansion plans, retail operations, manufacturing capabilities, technology investments, potential acquisitions, and general corporate purposes
- A SEBI-registered credit rating agency will monitor proceeds usage
3. Re-appointment of Managing Director
This ordinary resolution proposes the re-appointment of Shri Balram Garg (DIN: 00032083) as Managing Director for 5 years from July 1, 2026 to June 30, 2031 with the following remuneration:
- Monthly salary: ₹20,00,000 with annual increments up to 20%
- Ex-gratia/bonus as per company rules
- Gratuity as per applicable laws
- Company-maintained car with driver for official use
- Business expense reimbursements
In case of inadequate profits, remuneration will be paid as per Schedule V limits of Companies Act. Shri Garg will not receive sitting fees for board/committee meetings and won't retire by rotation while serving as MD.
Voting Process and Timeline
The e-voting process will be conducted by KFin Technologies Limited (KFintech) as the agency:
- Cut-off Date: July 10, 2026 (for determining voting eligibility)
- Voting Period: From 9:00 AM on July 25, 2026 to 5:00 PM on August 23, 2026
- Voting Rights: Proportional to shareholding in paid-up equity capital as on cut-off date
- Scrutinizer: Shri Ramit Rastogi, Practicing Company Secretary (FCS: 6952, CP No.: 18465)
- Result Declaration: Within 2 working days of e-voting conclusion by Chairman/MD/Company Secretary
- Deemed Passing Date: August 23, 2026 if resolutions receive requisite majority
Distribution and Compliance
The notice is being sent electronically to members with registered email addresses. Physical copies are available on request. The document is available on the company's website (www.pcjeweller.com), stock exchange websites (BSE: www.bseindia.com, NSE: www.nseindia.com), and KFintech's e-voting portal (https://evoting.kfintech.com).
The company confirms compliance with SEBI LODR Regulations, Companies Act 2013, and other applicable laws. All unpaid dividends and relevant shares have been transferred to the Investor Education and Protection Fund (IEPF) as required by Sections 124 and 125 of the Companies Act.
Signatories and Roles
- Vijay Panwar, Company Secretary, signed the notice and communication to exchanges
- Ramit Rastogi, Practicing Company Secretary, appointed as Scrutinizer
- The Board of Directors authorized the postal ballot process
Additional Information
The explanatory statement and relevant documents are available for inspection on the company's website until August 23, 2026. The scrutinizer's report and voting results will be posted on the company's website, KFintech's website, and forwarded to BSE and NSE.