Key Dates

  • Cut-off Date: May 29, 2026 (for determining voting eligibility)
  • E-voting Period: June 4, 2026 (9:00 AM IST) to July 3, 2026 (5:00 PM IST)
  • Result Declaration: Within 2 working days after voting closure
  • Deemed Passing Date: July 3, 2026

Resolution Details

Item 1: Shifting of Registered Office (Special Resolution)

  • Proposed shift from Maharashtra to Gujarat
  • Requires Central Government (Regional Director) approval
  • Memorandum of Association Clause II to be amended
  • Board authorized to finalize address in Gujarat

Item 2: Appointment of Managing Director (Special Resolution)

  • Appointee: Mr. Pintu Kanjibhai Kalavadia (DIN: 00385068)
  • Term: 5 years from May 30, 2026 to May 29, 2031
  • Remuneration: ₹5,00,000 per month (₹60 lakh annually)
  • Additional Perquisites: Commission, car with driver, telephone, insurance, club memberships, medical coverage
  • Qualifications: Bachelor of Arts, 26+ years experience in pharmaceuticals and rubber manufacturing
  • Shareholding: 82,11,874 equity shares
  • Other Directorships: Fishfa Biogenics, Fishfa Rubbers, Fishfa World Trade

Item 3: Re-designation of Director (Special Resolution)

  • Director: Mr. Deepak Bhikhalal Upadhyay (DIN: 02270389)
  • From: Managing Director To: Executive Director
  • Term: 5 years from May 31, 2026 to May 30, 2031
  • Experience: 35+ years in diamond business
  • Previous Remuneration: ₹50,000 per month
  • Shareholding: Nil

Item 4: Regularization of Additional Director (Special Resolution)

  • Director: Mr. Prashant Kanjibhai Kalavadia (DIN: 02170444)
  • Role: Executive Director
  • Term: 5 years from May 30, 2026 to May 29, 2031
  • Qualifications: HSC, 26+ years leadership experience in pharmaceuticals and rubber manufacturing
  • Shareholding: 82,11,874 equity shares
  • Relationship: Brother of Pintu Kalavadia

Item 5: Appointment of Independent Woman Director (Special Resolution)

  • Director: Ms. Ekta Ankur Dholakia (DIN: 10150882)
  • Role: Non-Executive Independent Director
  • Term: 5 years from May 30, 2026 to May 29, 2031
  • Qualifications: M.Com, Chartered Accountant
  • Experience: Audit, taxation, financial consultancy
  • Other Directorships: Fishfa Rubbers, Mayank Cattle Food

Item 6: Appointment of Independent Director (Special Resolution)

  • Director: Mr. Pragnesh Kishorbhai Sonchhatra (DIN: 11605316)
  • Role: Non-Executive Independent Director
  • Term: 5 years from May 30, 2026 to May 29, 2031
  • Qualifications: B.Com, CA Inter
  • Experience: 15+ years in accounting, finance, audit
  • Other Directorships: Fishfa Rubbers Limited

Item 7: Borrowing Limits (Special Resolution)

  • Limit: ₹100 crore (in addition to paid-up capital + free reserves + securities premium)
  • Purpose: Business operations, growth plans, capital expenditure, working capital
  • Coverage: All types of borrowing including non-fund based facilities

Item 8: Creation of Charges (Special Resolution)

  • Purpose: Secure borrowings under Item 7
  • Assets Covered: Receivables from loan assets/book debts, current assets, non-current assets
  • Limit: ₹100 crore
  • Lenders: Banks, financial institutions, NBFCs, trusts, corporates, individuals

Item 9: Loans/Guarantees to Related Parties (Special Resolution)

  • Limit: ₹100 crore aggregate
  • Conditions: Loans must be used for principal business activities of borrowing company
  • Coverage: Subsidiaries, associates, joint ventures, entities where directors are interested

Item 10: Investments/Loans/Guarantees (Special Resolution)

  • Limit: ₹100 crore aggregate
  • Coverage: Investments in bodies corporate, loans to any person/body corporate, guarantees
  • May exceed: 60% of paid-up capital + free reserves + securities premium OR 100% of free reserves + securities premium

Item 11: Related Party Transactions (Ordinary Resolution)

  • Total Value: ₹500 crore across 10 related parties (₹50 crore each)
  • Parties Include:
  • Fishfa Rubbers Limited
  • Fishfa World Trade Limited
  • Fishfa Biogenics Limited
  • Fishfa Bioscience Limited
  • Sheer Agri World Limited
  • Havlok Developers
  • Pintu Kanjibhai Kalavadia (Director)
  • Prashant Kanjibhai Kalavadia (Director)
  • Umang Kantilal Savani (Relative)
  • Pallas Kalavadia (Relative)
  • Nature: Sale/purchase of goods/assets, unsecured loans, job work, commission, salary
  • Period: Financial year 2026-2027
  • Conditions: Ordinary course of business, arm's length basis

Item 12: Sale of Property (Special Resolution)

  • Property: Land at Kosmada, Taluka-Kamrej, Surat
  • Buyer: Dudhat Ashvin Himmatbhai
  • Consideration: Not less than ₹1,40,50,000
  • Purpose: Raise funds for working capital

Voting Arrangements

  • Scrutinizer: Ms. Aparna Tripathi (Practicing Company Secretary)
  • E-voting Provider: MUFG Intime India Pvt. Ltd
  • Platform: https://instavote.linkintime.co.in
  • Results: To be hosted on company website and BSE

Financial Implications

  • Borrowing limit increase to ₹100 crore may impact debt levels
  • MD appointment with ₹60 lakh annual remuneration plus perquisites
  • Property sale expected to generate ₹1.41 crore for working capital
  • Related party transactions aggregate ₹500 crore