Key Resolutions for Shareholder Approval

Item No. 1: Cancellation of Unsubscribed Shares

  • Resolution Type: Ordinary Resolution
  • Action: Approval for cancellation of 15,033 unsubscribed equity shares of ₹10 each
  • Background: These shares represent the unsubscribed portion from Rights Issues in 1988 (7,600 shares) and 1989 (7,433 shares)
  • Capital Impact:
  • Current Issued Equity Capital: ₹12,27,72,180 (1,22,77,218 shares)
  • Post-cancellation Issued Equity Capital: ₹12,26,21,850 (1,22,62,185 shares)
  • Reduction Amount: ₹1,50,330
  • Legal Basis: Section 61(1)(e) of Companies Act, 2013 read with Clause 12(e) of Articles of Association
  • Financial Impact: No impact on Authorised Share Capital, Paid-up Share Capital, Listed Share Capital, net worth, or shareholder voting rights

Item No. 2: Remuneration for Managing Director

  • Resolution Type: Special Resolution
  • Person: Mr. Shalil Shashikumar Shroff (DIN: 00015621), Managing Director and Promoter
  • Period: January 15, 2027 to January 14, 2029 (remaining tenure)
  • Remuneration Details:
  • Basic Salary: ₹25,60,000 per month (scale of ₹25,00,000-₹40,00,000)
  • Commission: As decided by Board based on performance parameters
  • Perquisites: Not exceeding annual basic salary, including accommodation/HRA, medical reimbursement, LTC, club fees, medical insurance
  • Excluded Perquisites: Company car, telephone, PF contributions, gratuity, leave encashment
  • Minimum Remuneration Clause: Payable if company has no profits or inadequate profits during tenure
  • Approval Requirements: Required as remuneration may exceed 5% of net profits to one MD or 11% to all directors under Section 197 of Companies Act, and exceeds ₹5 crore or 2.5% of net profits threshold under SEBI LODR Regulation 17(6)(e)
  • Current Holding: Mr. Shroff holds 2,30,581 shares (1.88%)
  • FY2025-26 Remuneration: ₹839 lakh

Item No. 3: Remuneration for Non-Executive Director

  • Resolution Type: Special Resolution
  • Person: Mr. Shivshankar Shripal Tiwari (DIN: 00019058), Non-Executive Non-Independent Director
  • Purpose: Compliance with SEBI LODR Regulation 17(6)(ca) as aggregate remuneration may exceed 50% of total annual remuneration to all Non-Executive Directors
  • Period: Financial Year ending March 31, 2027
  • Remuneration Components: Sitting fees, commission, and advisory/professional fees not exceeding ₹65,00,000 per annum
  • Background: Appointment as Advisor was previously approved by shareholders on January 28, 2025 for period until December 31, 2027
  • Note: This resolution does not modify existing remuneration terms but ensures regulatory compliance

Voting Details

  • Cut-off Date: October 30, 2026 (for determining voting eligibility)
  • Voting Period: November 6, 2026 (9:00 AM IST) to December 5, 2026 (5:00 PM IST)
  • Voting Method: Remote e-voting only through CDSL platform
  • Notice Distribution: Electronic mode only to members with registered email addresses
  • Scrutinizer: Mr. P. S. Dua, Practising Company Secretary
  • Result Declaration: Within stipulated timelines after voting concludes

Additional Information

  • Company Performance (Consolidated FY2025-26):
  • Revenue: ₹102,980 lakh
  • EBITDA: ₹11,813 lakh
  • PAT: ₹6,396 lakh
  • EPS: ₹52.17
  • IEPF Transfer: Unpaid dividend of ₹1,26,003 for FY2018-19 and 44,378 corresponding shares transferred to IEPF Authority in October 2026
  • Industrial Segments: Performance Chemicals including Agrochemical, Specialty Chemical & Pharmaceutical, and Industrial Chemicals