Meeting Details

The 90th Annual General Meeting of Rajapalayam Mills Limited was held on Friday, 28th August 2026 through Video Conferencing (VC).

Timing: Commenced at 11:00 AM and concluded at 11:50 AM

Attendance: 71 members attended through VC

Directors Present

  • Shri P.R. Venketrama Raja - Chairman and Chairman of Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee and Rights Issue Committee (from Chennai)
  • Smt. P.V. Nirmala Raju - Managing Director (from Chennai)
  • Shri S.S. Ramachandra Raja - Director (from Rajapalayam)
  • Shri A.V. Dharmakrishnan - Director (from Chennai)
  • Shri M. Rathinasamy - Chairman of Audit Committee and Nomination and Remuneration Committee (from Coimbatore)
  • Shri Sivaguru Chellappa - Independent Director (from Vancouver, Canada)
  • Shri P.A.S. Alaghar Raja - Independent Director (from Rajapalayam)
  • Shri N.S. Krishnamma Raja - Independent Director (from Chennai)

Other Attendees

  • Shri K. Maheswaran - Secretary (from Rajapalayam)
  • Shri N. Mohanarengan - President (by invitation, from Rajapalayam)
  • Shri A. Arulpranavam - Chief Financial Officer (by invitation, from Rajapalayam)
  • Shri T.G. Harisha - Representing M/s. N.A. Jayaraman & Co., Chartered Accountants - Statutory Auditors (from Chennai)
  • Shri V. Rajeswaran - Representing M/s. SRSV & Associates, Chartered Accountants - Statutory Auditors (from Chennai)
  • Shri M.R.L. Narasimha - Secretarial Auditor (from Coimbatore)

Absent Directors

  • Shri P.V. Abinav Ramasubramaniam Raja, Director due to pre-occupation
  • Justice Smt. Chitra Venkataraman (Retd), Independent Director due to pre-occupation

Meeting Proceedings

The meeting was conducted in compliance with Ministry of Corporate Affairs circulars. The Company provided video conference facility through CDSL Platform for shareholders.

Key Proceedings:

  • Quorum was confirmed present
  • Notice of AGM, Directors' Report, Auditors' Reports were taken as read
  • No qualifications or adverse remarks in Statutory Auditors' Report or Secretarial Auditor Report
  • E-voting facility was available from 25th August 2026 (9:00 AM) to 27th August 2026 (5:00 PM)
  • Chairman delivered speech reviewing company performance
  • Only 1 out of 2 registered speaker shareholders participated in Q&A session

Resolutions Approved

1. Adoption of Financial Statements

"RESOLVED THAT the Company's Separate and Consolidated Audited Financial Statements for the year ended 31st March, 2026, and the Reports of the Board of Directors' and Auditors' thereon be and are hereby considered and adopted."

2. Dividend Declaration

"RESOLVED THAT a Dividend of Re.0.50/- per Share be and is hereby declared for the year ended 31st March, 2026 and the same be paid to those Shareholders whose name appear in the Register of Members and Register of Beneficial Owners maintained by the Depositories as on 21st August, 2026."

3. Re-appointment of Director

"RESOLVED THAT Shri A.V. Dharamakrishnan (DIN: 00693181), who retires by rotation, be and is hereby re-appointed as Director of the Company."

4. Re-appointment of Director (Special Resolution)

"RESOLVED THAT Shri S.S. Ramachandra Raja (DIN: 00331491), who retires by rotation, be and is hereby re-appointed as Director of the Company. RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of SEBI (LODR) Regulations, 2015 and other applicable statutory provisions, Shri S.S. Ramachandra Raja, Non-Executive Director of the Company, aged 90 years, shall continue to occupy the position of Non-Executive Director from this Annual General Meeting till the Annual General Meeting at which he becomes liable to retire by rotation under Section 152(6)(c) of the Companies Act, 2013."

5. Ratification of Cost Auditor Remuneration

"RESOLVED that pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, and Rule 14 of Companies (Audit and Auditors) Rules, 2014, the remuneration of ₹ 2,25,000/- (Rupees Two Lakh Twenty Five Thousand) plus applicable taxes and Out-of-pocket expenses payable to M/s. N. Sivashankaran & Co, Practising Cost Accountants (FRN: 100662), appointed as the Cost Auditors of the Company by the Board of Directors, for the financial year 2026-27 for auditing the Cost Records relating to manufacture of textile products, be and is hereby ratified and confirmed."

6. Material Related Party Transaction with Ramco Industries Limited

Approval for related party transactions with M/s. Ramco Industries Limited for FY 2026-27 with aggregate transaction value up to ₹150 Crores.

7. Material Related Party Transaction with Sandhya Spinning Mill Limited

Approval for related party transactions with M/s. Sandhya Spinning Mill Limited for FY 2026-27 with aggregate transaction value up to ₹150 Crores.

8. Material Related Party Transaction with Sri Vishnu Shankar Mill Limited

Approval for related party transactions with M/s. Sri Vishnu Shankar Mill Limited for FY 2026-27 with aggregate transaction value up to ₹150 Crores.

9. Material Related Party Transaction with The Ramaraju Surgical Cotton Mills Limited

Approval for related party transactions with M/s. The Ramaraju Surgical Cotton Mills Limited for FY 2026-27 with aggregate transaction value up to ₹150 Crores.

Voting Process

  • E-voting system remained open till 15 minutes after meeting conclusion
  • Shri R. Palaniappan, Partner, M/s. N.A. Jayaraman & Co., Chartered Accountants appointed as scrutiniser
  • Voting results and scrutiniser report to be submitted to stock exchange within 2 working days as per Regulation 44(3) of SEBI LODR
  • Results will be placed on company website and provided to CDSL