Meeting Details

The 41st Annual General Meeting was held on Friday, 21st August 2026 through Video Conferencing/Other Audio Visual Means (VC).

  • Time of Commencement: 11:00 A.M.
  • Time of Conclusion: 11:25 A.M.
  • Attendance: 42 members attended through Video Conference

Attendees

Directors Present:

  • Smt Shwetha Ramji (Non‐Executive Director) - Through VC
  • Shri S.R. Subramanian (Non‐Executive Director & Chairman of Stakeholders Relationship Committee) - Through VC
  • Shri S.V. Ravi (Non‐Executive Director) - Through VC
  • Shri V.S. Jagdish (Independent Director) - Through VC
  • Shri S.R. Venkatanarayana Raja (Independent Director) - Through VC
  • Shri Rajesh Devarajan (Independent Director) - Through VC

In Attendance:

  • Shri A. Emarajan (Company Secretary) - Through VC

By Invitation:

  • Shri B. Ponram (Chief Operating Officer) - Through VC
  • Shri S. Seenivasa Varathan (Chief Financial Officer) - Through VC

Auditors Present:

  • Shri V. Srikrishnan (Representing M/s. Krishnan and Raman, Chartered Accountants, Statutory Auditors) - Through VC
  • Shri B. Subramanian (Practicing Company Secretary, Secretarial Auditor and Scrutinizer) - Through VC

Absent:

  • Shri R. Sundaram (Independent Director) - Could not attend due to network connectivity issues

Meeting Proceedings

The Company Secretary welcomed all participants and informed that the meeting was held through Video Conference in compliance with MCA and SEBI circulars. The live webcast was provided through NSDL Platform.

The Company observed one minute of silence in remembrance of the late Shri R. Ramji, former Managing Director, who passed away on May 3, 2026.

Smt. Durga Ramji, Managing Director, was elected as Chairman of the meeting proposed by Smt. Shwetha Ramji.

The Company Secretary confirmed that:

  • Registers required under Companies Act, 2013 were made available electronically for inspection
  • Notice of AGM along with Directors Report, Auditors Report and Financial Statements for year ended March 31, 2026 had been circulated by email and hosted on company website and BSE
  • There were no qualifications, reservations or adverse remarks in the Statutory Auditors' Report and Secretarial Auditors Report
  • Remote e-voting facility was available from 9:00 a.m. on August 18, 2026 to 5:00 p.m. on August 20, 2026
  • Members present at AGM who hadn't voted could cast votes during the meeting, with e-voting remaining open for 15 minutes after AGM conclusion

Business Transacted

1. Ordinary Business - Ordinary Resolution

Adoption of Company's Standalone and Consolidated Audited Financial Statements for the year ended 31st March 2026

Resolution: "RESOLVED THAT the Audited Standalone Financial Statements of Balance Sheet as at 31st March, 2026, Statement of Profit and Loss account for the year ended on that date, the Cash Flow Statement for the year ended on that date and Audited Consolidated Financial Statements of Balance Sheet as at 31st March, 2026 and Profit & Loss Account for the year ended on that date, the Cash Flow Statement for the year ended on that date, the Director's Report and the Independent Auditor's Reports thereon, be and are hereby considered, approved and adopted."

2. Ordinary Business - Ordinary Resolution

Re‐appointment of Shri S.R. Subramanian (DIN: 00122141) as Director

Resolution: "RESOLVED THAT Shri S.R. Subramanian (DIN:00122141), Director of the Company, who retires by rotation at this Annual General Meeting and being eligible for re‐appointment be and is hereby appointed as a Director of the Company, liable to retire by rotation."

3. Special Business - Ordinary Resolution

Regularization of Additional Director Smt. Shwetha Ramji (DIN: 07702567) as Director

Resolution: "RESOLVED THAT pursuant to the provisions of Section 152, 161 and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder and Companies (Appointment and Qualification of Directors) Rules, 2014, Smt. Shwetha Ramji (DIN: 07702567), who was appointed as an Additional Director by the Board of Directors at their meeting held on May 29, 2026 and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as Director of the Company."

Additional authorization: "RESOLVED FURTHER THAT the Board of Directors and Shri A. Emarajan, Company Secretary of the Company be and are hereby authorized severally for and on behalf of the Company to take all necessary steps and to do all such acts, deeds, matters and things which may deem necessary in this behalf."

4. Special Business - Special Resolution

Appointment of Smt. Durga Ramji (DIN: 00109397) as Managing Director

Resolution: "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions of Companies Act, 2013 read with Schedule V of the Companies Act, 2013 and the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company and on the recommendation of Nomination and Remuneration Committee and subject to any other approvals as may be necessary, Smt. Durga Ramji (DIN: 00109397), Non‐Executive Director of the Company be and is hereby appointed as Managing Director & Key Managerial Personnel of the Company for a period of 3 years commencing from May 29, 2026, at a remuneration equivalent to 5% of the net profits of the Company."

Remuneration Details:

  • Where Company has no profits or inadequate profits: Fixed remuneration of ₹204 Lakhs per annum subject to Schedule V restrictions
  • Perquisites: Restricted to 50% of salary per annum as per company rules and Income Tax Act 1961
  • Provident fund, superannuation fund or annuity fund contributions to the extent not taxable under Income Tax Act, 1961
  • Gratuity payable at rate not exceeding half a month's salary for each completed year of service
  • Encashment of leave at end of tenure and other perquisites as allowed under Section IV of Schedule V
  • Other perquisites as specified in Schedule V of Companies Act, 2013

Voting and Scrutinizer

Shri B. Subramanian, Practicing Company Secretary was appointed as Scrutinizer to scrutinize e-voting and submit consolidated report. Voting results along with scrutinizer report to be submitted to Stock Exchange within 2 working days from AGM conclusion as per Regulation 44(3) of SEBI LODR Regulations, 2015, and placed on company website and provided to NSDL.

Conclusion

The meeting ended with a vote of thanks.