RCC Cements Limited

EGM Agenda and Resolutions

1. Adoption of New Memorandum of Association

Special Resolution to adopt new Memorandum of Association in conformity with Companies Act 2013, replacing the existing MOA based on Companies Act 1956. Requires approval from Registrar of Companies and other statutory authorities.

2. Adoption of New Articles of Association

Special Resolution to adopt new Articles of Association aligned with Companies Act 2013 and SEBI LODR Regulations, including key amendments:

  • Clause 1 modified to include power to issue equity shares with differential rights
  • Insertion of Clauses 8A, 8B, 8C covering share issuance, private placement, share certificates, and depository system
  • Insertion of Clauses 66A and 66B covering Managing Director/Whole Time Director appointments and borrowing powers
  • Deletion of Clause 79
  • Insertion of Clause 92A providing general powers as permitted under the Act
3. Alteration of Object Clause of Memorandum

Special Resolution to completely replace existing Clause III(A) and III(B) to enable business diversification from cement to consumer electronics, including:

  • Manufacturing, trading, distribution of mobile phones, smartphones, communication devices
  • Consumer electronics, electrical appliances, smart devices, computers, IT equipment
  • Mobile accessories, audio-visual equipment, home entertainment products
  • E-commerce platforms, service centers, logistics services
  • Import-export operations with necessary licenses

The alteration is proposed due to prolonged inactivity in core cement operations and limited revenue generation, leveraging the experience of newly appointed director Mr. Faizal Bavaraparambil Abdul Khader who has 18 years of experience in electronics distribution.

4. Appointment of Mr. Faizal Bavaraparambil Abdul Khader (DIN: 07729191)

Special Resolution to appoint as Non-Executive Non-Independent Director, liable to retire by rotation. He was appointed as Additional Director on 21st April 2026 and holds office until conclusion of ensuing AGM. Entitled to receive sitting fees within prescribed limits.

Profile: Entrepreneur with 18 years experience in manufacturing and trading of plywood, spices, resins, petrochemicals, and distribution of electronic products. Holds directorships in:

  • Safa Systems & Technologies Limited (Managing Director)
  • Kanone Technologies Limited (Director)
  • B.P. Capital Limited (Director)
  • Safa Plywoods Pvt. Ltd (Director)
  • Interworld Digital Limited (Additional Director)

Holds no shares in RCC Cements Limited.

5. Appointment of Mr. Shatrughan Sahu (DIN: 00343726)

Special Resolution to appoint as Non-Executive Independent Director for 5-year term from 21st April 2026, not liable to retire by rotation. Entitled to fees, remuneration and profit-related commission as determined by Board.

Profile: Bachelor of Commerce with over two decades experience in finance, accounts, taxation, corporate secretarial matters, marketing and general administration. Holds 11,699 equity shares in RCC Cements Limited.

Directorships:

  • Polar Marmo Agglomerates Limited (Director)
  • C. N Flour Mills Private Limited (Director)
  • Omkam Pharmaceuticals Private Limited (Director)
  • Dhiru Development and Constructions Private Limited (Director)
  • Kameshwari Buildwell Limited (Director)
  • Omkam Holiday Homes Private Limited (Director)
  • Kalypso Developers Private Limited (Director)
  • Allspace Logistics Private Limited (Director)
6. Borrowing Powers under Section 180(1)(c)

Special Resolution to authorize borrowing up to ₹200,00,00,000 (Two Hundred Crore) exceeding paid-up capital and free reserves. Covers borrowing from banks, financial institutions, persons, companies through various instruments including loans, cash credit, debentures, commercial papers, syndicated loans in rupees or foreign currencies.

7. Investments/Loans/Guarantees under Section 186

Special Resolution to authorize loans, investments, guarantees to bodies corporate up to ₹50,00,00,000 (Fifty Crore) exceeding prescribed limits under Section 186(2).

8. Transactions under Section 185

Special Resolution to authorize loans, guarantees, securities to entities where directors are interested, up to aggregate ₹25,00,00,000 (Twenty Five Crore) with single entity exposure not exceeding ₹5,00,00,000 (Five Crore). Loans to be utilized for principal business activities only, at arm's length basis with market interest rates.

9. Material Related Party Transactions for FY2026-27

Ordinary Resolution to approve material RPTs aggregating ₹25,60,00,000 (Twenty Five Crore Sixty Lakh) with:

  • Directors and Key Managerial Personnel
  • Safa Systems and Softwares Limited
  • Kanone Technologies Limited
  • Other related parties

Detailed Breakdown:

  • Mr. Faizal Bavaraparambil Abdul Khader: Borrowings up to ₹5,00,00,000
  • Key Managerial Personnel: Remuneration up to ₹60,00,000 (₹30L for CS/Compliance Officer, ₹30L for CFO)
  • Safa Systems & Technologies Limited: Borrowings up to ₹10,00,00,000
  • Kanone Technologies Limited: Borrowings up to ₹10,00,00,000

All transactions to be at arm's length basis in ordinary course of business.

Financial Impact Assessment

Borrowing Impact: Potential increase in debt to equity ratio from 0.59 to 9.29 based on last audited financial statements

Debt Service Coverage Ratio: 0.00 both before and after proposed transactions

Turnover Reference: Company reported NIL turnover in immediately preceding financial year

Voting Arrangements

  • Record Date: 10th July 2026 for determining entitlement to vote
  • E-voting Period: 14th July 2026 (9:00 AM) to 16th July 2026 (5:00 PM) through NSDL
  • Scrutinizer: Mr. Kundan Agrawal (FCS-7631 & CP No. 8325)
  • EVEN: 139783

Inspection of Documents

Proposed draft Memorandum and Articles of Association available for inspection at registered office during working hours until EGM date.

Shareholder Services Information

  • RTA: MAS Services Limited, T-34, IInd Floor, Okhla Industrial Area, Phase-II, New Delhi 110020
  • Special Window: SEBI has opened special window until 4th February 2027 for transfer and dematerialization of physical securities sold/purchased prior to 1st April 2019
  • KYC Compliance: Members must update PAN, bank account details, and email addresses with DP/RTA