EGM Details

  • Date: Friday, 17th July, 2026
  • Time: 11:00 A.M. (IST)
  • Venue: Registered Office at 702, Arunachal Building, 19, Barakhamba Road, Connaught Place, New Delhi – 110001
  • Cut-off Date: 10th July, 2026 for determining eligibility 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)

Special Business Resolutions

1. Adoption of New Memorandum of Association

Resolution Type: Special Resolution

Purpose: To adopt new MOA in conformity with Companies Act, 2013, replacing existing MOA based on Companies Act, 1956

Regulatory References: Sections 4, 13 of Companies Act, 2013; Companies (Incorporation) Rules, 2014; SEBI LODR Regulations, 2015

Authorization: Board/Directors/KMP authorized to file necessary forms with ROC and make modifications as required

2. Adoption of New Articles of Association

Resolution Type: Special Resolution

Purpose: To adopt new AOA aligned with Companies Act, 2013 and SEBI LODR Regulations, 2015

Key Amendments:

  • Modification of Clause 1 to include power to issue equity shares with differential rights
  • Insertion of Clause 8A-8C covering share issuance, share certificates, and depository system
  • Insertion of Clause 66A for Managing/Whole Time Directors appointment
  • Insertion of Clause 66B for borrowing powers
  • Deletion of Clause 79
  • Insertion of Clause 92A for general powers

Regulatory References: Section 14 of Companies Act, 2013; SEBI LODR Regulations, 2015

3. Alteration of Object Clause of Memorandum of Association

Resolution Type: Special Resolution

Purpose: Fundamental business diversification from cement to consumer electronics trading and distribution

New Business Areas: Manufacturing, trading, distribution of mobile phones, smartphones, consumer electronics, electrical appliances, computers, IT equipment, and accessories

Rationale: Due to prolonged inactivity in core cement operations and limited revenue generation, leveraging experience of new director Mr. Faizal Bavaraparambil Abdul Khader who has 18 years experience in electronics distribution

Supporting Activities: Service centers, e-commerce platforms, logistics, import-export, consumer financing, technical services

Regulatory References: Sections 4, 13, 15 of Companies Act, 2013

4. Appointment of Mr. Faizal Bavaraparambil Abdul Khader as Non-Executive Non-Independent Director

Resolution Type: Special Resolution

Director Details: DIN: 07729191

Appointment Date: Initially appointed as Additional Director on 21st April, 2026

Qualifications: 18 years entrepreneurial experience in plywood, spices, resins, petrochemicals, and electronics distribution

Current Directorships:

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

Committee Memberships: Member of Stakeholders Relationship Committee, Nomination & Remuneration Committee in various companies

Remuneration: Entitled to sitting fees for Board/Committee meetings within statutory limits

Shareholding: Does not hold any equity shares of RCC Cements

5. Appointment of Mr. Shatrughan Sahu as Non-Executive Independent Director

Resolution Type: Special Resolution

Director Details: DIN: 00343726

Appointment Date: Initially appointed as Additional Director designated as Independent Director on 21st April, 2026

Term: 5 years from 21st April, 2026 (not liable to retire by rotation)

Qualifications: Bachelor of Commerce with over two decades experience in finance, accounts, taxation, corporate secretarial matters, marketing, and administration

Current 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)

Committee Memberships: Chairman of Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee at Polar Marmo Agglomerates Limited

Remuneration: To be paid fees, remuneration and profit-related commission as determined by Board within statutory limits

Shareholding: Holds 11,699 equity shares of RCC Cements

6. Approval of Borrowing Powers under Section 180(1)(c)

Resolution Type: Special Resolution

Borrowing Limit: ₹200,00,00,000 (Two Hundred Crore)

Purpose: Company's business requirements, expansion plans, working capital needs, and other funding requirements

Borrowing Sources: Banks, financial institutions, institutional investors, bodies corporate, other lending entities in India or abroad

Instruments: Loans, cash credit, advances, deposits, bill discounting, debentures, commercial papers, syndicated loans in rupees or foreign currencies

Security: May be secured by mortgage, charge, hypothecation, lien or pledge of company assets

Supersedes: All earlier borrowing resolutions

7. Approval for Investments/Loans/Guarantees under Section 186

Resolution Type: Special Resolution

Aggregate Limit: ₹50,00,00,000 (Fifty Crore)

Transactions Covered: Loans, advances, investments in securities, providing guarantees or securities to any person or body corporate

Purpose: Strategic investments, inter-corporate loans, guarantees for business expansion, strategic alliances, acquisitions, treasury management

Supersedes: All earlier resolutions under Section 186

8. Approval of Transactions under Section 185

Resolution Type: Special Resolution

Aggregate Limit: ₹25,00,00,000 (Twenty Five Crore)

Single Entity Limit: ₹5,00,00,000 (Five Crore) or lower as approved by Board

Eligible Entities: Persons or body corporates in which any Director is interested

Conditions:

  • Loans to be utilized for principal business activities only
  • Transactions on arm's length basis
  • Interest rate not lower than prevailing market benchmarks
  • Appropriate documentation including loan agreements
  • Compliance with Section 186 limits where applicable
  • Compliance with SEBI LODR for material related party transactions

Supersedes: All earlier resolutions under Section 185

9. Approval of Material Related Party Transactions for FY2026-27

Resolution Type: Ordinary Resolution

Aggregate Limit: ₹25,60,00,000 (Twenty Five Crore Sixty Lakh)

Related Parties Covered:

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

Transaction Types: Borrowing money, remuneration, transfer of resources

Breakdown:

  • Mr. Faizal Bavaraparambil Abdul Khader: Borrowings up to ₹5,00,00,000
  • KMP (CS & CFO): Remuneration up to ₹60,00,000 (₹30L each)
  • Safa Systems & Technologies Limited: Borrowings up to ₹10,00,00,000
  • Kanone Technologies Limited: Borrowings up to ₹10,00,00,000

Terms: All transactions to be on arm's length basis, in ordinary course of business

Voting Restrictions: Related parties to abstain from voting

Financial Impact Assessment

Current Financial Position (as disclosed):

  • Debt to Equity Ratio: 0.59 (before proposed transactions)
  • Debt to Equity Ratio: 9.29 (after proposed transactions)
  • Debt Service Coverage Ratio: 0.00 (both before and after)
  • Turnover for FY2025-26: Nil

Explanatory Statement Details

The explanatory statement provides comprehensive material facts for each resolution as required under Section 102 of Companies Act, 2013, including:

  • Rationale and justification for each proposal
  • Director profiles and declarations
  • Financial implications
  • Regulatory compliance aspects
  • Related party transaction details with extensive disclosures as per SEBI Master Circular requirements

Voting Arrangements

  • E-voting: Through NSDL from 14th to 16th July 2026
  • Physical Voting: Ballot paper voting at EGM for those not using e-voting
  • Scrutinizer: Mr. Kundan Agrawal to submit report within 48 hours of EGM conclusion
  • Results: To be declared on company website www.rcccements.com and NSDL website

Documents Available for Inspection

  • Proposed new Memorandum of Association
  • Proposed new Articles of Association
  • All documents referred to in the notice available at registered office during working hours (2 PM to 4 PM) until EGM date