Key Board Approvals

1. Financial Approvals

  • Approved advancing loan(s), giving guarantee(s), and/or providing security(ies) under Section 185 of Companies Act, 2013
  • Approved increase in threshold of loans/guarantees, providing securities and making investments under Section 186 of Companies Act, 2013
  • Approved increase in limit of investment by foreign portfolio investors, foreign institutional investors, foreign direct investment and non-resident Indians up to 49% of total paid-up capital, subject to FEMA compliance

2. Governance Appointments

  • Appointed Mr. Udayan S Kachchhy (DIN: 10153762) as Additional Non-Executive Independent Director effective 04th September, 2026 for a term of five years until 03rd September, 2031
  • Mr. Kachchhy is a qualified Assistant Professor in Accountancy and runs UKIC - Udayan Kachchhy Institute of Commerce
  • Approved appointment of M/s. Sunit M. Chhatbar & Co., Chartered Accountants (FRN: 141068W) as Statutory Auditors for five financial years from FY 2026-27 to FY 2030-31, subject to shareholder approval

3. Scheme of Reduction of Capital and Consolidation

The Board approved a comprehensive capital restructuring scheme under Section 66 read with Section 61 of Companies Act, 2013:

Reasons and Purpose:

  • Company has sustained business losses over past years due to adverse commercial conditions
  • Accumulated losses have eroded substantial net worth and created mismatch between paid-up share capital and actual realizable value of assets
  • Impaired Balance Sheet prevented access to capital markets or institutional finance on commercially viable terms
  • Scheme aims to extinguish debit balance of accumulated losses by setting off against paid-up equity share capital and retained earnings

Quantitative Impact:

  • Existing paid-up equity share capital: ₹79,80,00,000 comprising 79,80,00,000 equity shares of Re.1/- each
  • Reduced to: ₹1,59,60,000 comprising 1,59,60,000 equity shares of Re.1/- each by cancelling 78,20,40,000 shares
  • Post-consolidation: Paid-up capital of ₹1,59,60,000 comprising 15,96,000 equity shares of ₹10/- each
  • Consolidation ratio: 1:10 (1 new share of ₹10/- for 10 existing shares of Re.1/-)

Benefits:

  • Presents clean and accurate Balance Sheet free from accumulated losses
  • Restores eligibility to approach capital markets and financial institutions
  • Reduces administrative and operation overheads
  • Unlocks future value creation for shareholders

4. Annual General Meeting Details

  • 33rd AGM to be held on Tuesday, 29th September, 2026 at 04:00 PM through Video Conferencing/Other Audio Visual mode
  • Book Closure period: Wednesday, 23rd September, 2026 to Tuesday, 29th September, 2026
  • Cut-off date for eligibility: Tuesday, 22nd September, 2026
  • Remote E-Voting period: Saturday, 26th September, 2026 (09:00 AM) to Monday, 28th September, 2026 (05:00 PM)
  • Appointed Ms. Vishakha Agrawal of M/s. Vishakha Agrawal & Associates as scrutinizer for e-voting and AGM voting

5. AGM Agenda Items

  • Approval for loans/guarantees/securities under Section 185
  • Approval for increased thresholds under Section 186
  • Increase in FPI/FII limit to 49% of paid-up equity share capital
  • Approval of Mr. Udayan S Kachchhy as Non-Executive Independent Director
  • Appointment of M/s. Sunit M. Chhatbar & Co. as Statutory Auditors for FY 2026-27 to FY 2030-31
  • Approval of Reduction and Consolidation of share capital

Approvals Required

  • Shareholder approval at AGM
  • Approval from Kolkata Bench of National Company Law Tribunal (NCLT)
  • Other statutory and regulatory approvals as required

Financial Impact

The capital reduction will utilize the reduced share capital to offset accumulated losses and restore the Balance Sheet to reflect the true and fair financial position of the Company.