Meeting Details
The 43rd AGM was held on Thursday, September 24, 2026, commencing at 12:00 P.M. IST and concluding at 01:05 P.M. IST. The meeting was conducted entirely through Video Conferencing/Other Audio-Visual Means (VC/OAVM).
Resolutions and Implications
Five resolutions were proposed and transacted at the meeting:
Ordinary Business:
- Item 1: To receive, consider and adopt the Audited Standalone Financial Statements for the financial year ended March 31, 2026, together with the Report of the Board of Directors and the Auditors thereon (Ordinary Resolution).
- Item 2: To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2026, together with the Report of the Auditors thereon (Ordinary Resolution).
- Item 3: To reappoint Mr. Sanjive Sehgal (DIN: 00787232), who retired by rotation, as a director (Ordinary Resolution).
Special Business:
- Item 4: To approve Material Related Party Transactions of the Company with its Step-down Subsidiary, Nerbe Plus GmbH & Co. KG (Ordinary Resolution).
- Item 5: To approve and ratify the waiver of excessive managerial remuneration paid to Executive Directors & Non-Executive Directors (Except Nominee Director) during the financial year 2025-26 (Special Resolution).
The Auditors' Report and the Secretarial Audit Report for FY26 contained no qualifications, reservations, observations, adverse remarks, or disclaimers.
Voting Process
The Company provided a remote e-voting facility to all members through National Securities Depository Limited (NSDL). The remote e-voting period commenced on Monday, September 21, 2026, at 9:00 A.M. IST and ended on Wednesday, September 23, 2026, at 5:00 P.M. IST. An additional e-voting window of 15 minutes was available on the NSDL platform after the conclusion of the meeting for members who had not voted during the remote period.
Attendance and Quorum
A total of 64 members, holding 70.84% of the voting rights of the Company, attended the meeting through the VC facility, constituting a valid quorum.
Directors in Attendance:
- Mr. Sanjive Sehgal, Chairman & Managing Director (Kolkata)
- Mr. Aryan Sehgal, Whole-Time Director (Kolkata)
- Mrs. Divya Sameer Momaya, Independent Woman Director (Navi Mumbai)
- Mr. Vinesh Mohan Kriplani, Independent Director (Pune)
- Mr. Ramanathan Subramanian Arun Kumar, Non-Executive Nominee Director (Malaysia)
- Mr. Suresh Eshwara Prabhala, Non-Executive Non-Independent Director (Mumbai)
Mr. Viresh Oberai and Dr. Monjori Mitra were unable to attend. Mr. Oberai had authorized Mrs. Momaya to address queries related to the Audit Committee and Nomination and Remuneration Committee, and Mr. Sanjive Sehgal to address queries related to the Stakeholders' Relationship Committee and Risk Management Committee.
Key Managerial Personnel (KMP) in Attendance:
- Mr. Santosh Kumar Agarwal, Company Secretary, Compliance Officer and Chief Financial Officer (Kolkata)
By Invitation:
- Mrs. Manisha Saraf, Representative of M/s. Manisha Saraf & Associates, Secretarial Auditors and Scrutinizer for e-voting process (Kolkata)
- Mr. Ashish Vyas and Mr. Vikas Gupta, Representatives of M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditors (Kolkata and Gurugram)
One authorization was received in respect of 1,24,60,615 equity shares, representing 23.42% of the paid-up equity share capital.
Scrutinizer Appointment
M/s. Manisha Saraf & Associates, Practicing Company Secretaries (Membership No. F7607 / COP No. 8207), were appointed as the Scrutinizer to scrutinize the remote e-voting and e-voting conducted during the meeting. The Scrutinizer was authorized to upload the voting results and report on the websites of the Stock Exchanges, the Company, and NSDL.
Shareholder Engagement
A Q&A session was held where queries from all seven registered speaker shareholders were addressed by Mr. Santosh Kumar Agarwal, Company Secretary.
Compliance and Documentation
The meeting was held in compliance with circulars from the Ministry of Corporate Affairs (MCA) and SEBI, the Companies Act, 2013, and SEBI LODR Regulations, 2015. Statutory Registers and other documents required to be kept open were available for electronic inspection on the company's website (www.tarsons.com) during the AGM.