Meeting Details
- Type of Meeting: Postal Ballot through remote e-voting only
- Cut-off Date for Eligibility: Friday, August 14, 2026
- Voting Period: Thursday, August 20, 2026 (9:00 AM IST) to Friday, September 18, 2026 (5:00 PM IST)
- Result Announcement: On or before Tuesday, September 22, 2026
- E-voting Agency: MUFG Intime India Private Limited
- Scrutinizer: Mr. Atul Kumar Labh, Practicing Company Secretary
Proposed Resolutions and Implications
Material Related Party Transactions (Items 1-18)
The company seeks approval for 18 material related party transactions between various step-down subsidiaries with aggregate values exceeding INR 169 crores (10% of consolidated turnover threshold). Key transactions include:
- Commonwealth Steel Company Pty Ltd: Transactions with PT Commonwealth Steel Indonesia (INR 416Cr), Molycop Singapore Trading (INR 870Cr), and Grinding Media Inc. (INR 186Cr)
- PT Commonwealth Steel Indonesia: Transaction with Molycop Singapore Trading (INR 542Cr)
- Moly-Cop USA LLC: Transaction with Grinding Media Inc. (INR 345Cr)
- Moly-Cop Adesur S.A.: Transactions with Molycop Singapore Trading (INR 1,060Cr) and Grinding Media Inc. (INR 267Cr)
- Moly-Cop Canada: Transactions with Molycop Singapore Trading (INR 1,065Cr) and Grinding Media Inc. (INR 656Cr)
- Moly-Cop Chile S.A.: Transactions with Moly-Cop Mexico (INR 755Cr), Santa Ana de Bolueta (INR 188Cr), Molycop Singapore Trading (INR 2,639Cr), and Grinding Media Inc. (INR 468Cr)
- Mexico S.A. DE C.V.: Transactions with Molycop Singapore Trading (INR 405Cr) and Grinding Media Inc. (INR 292Cr)
- Santa Ana De Bolueta Grinding Media SAU: Transaction with Molycop Singapore Trading (INR 244Cr)
- Molycop Singapore Trading Pte. Ltd.: Transaction with Grinding Media Inc. (INR 291Cr revolving facility + interest)
- Tega MC SG Investments III Pte. Ltd.: Corporate guarantee for Moly-Cop Mexico borrowings (INR 191Cr)
All transactions involve purchase of raw materials, freight charges, revolving credit facilities, and corporate guarantees for the period June 1, 2026 to March 31, 2027, conducted at arm's length with robust transfer pricing framework developed by independent professional consultants.
Corporate Governance Matters (Items 19-21)
- Item 19: Re-appointment of Mr. Ashwani Maheshwari (DIN: 07341295) as Independent Director for a second term of 5 years from April 1, 2027 to March 31, 2032 (Special Resolution)
- Item 20: Creation of pledge/security interest on shareholding of material subsidiary Tega MC Investment Pte. Ltd. and sale/disposal/leasing of assets of material subsidiaries for term loan facilities aggregating up to INR 1,500 crores from Standard Chartered Bank and other lenders (Special Resolution)
- Item 21: Approval for Mr. Mehul Mohanka (DIN: 00052134), Managing Director & Group CEO, holding office/place of profit at Tega MC JV Holdings Pte. Ltd. or its subsidiaries as Chief Executive Officer (Molycop Group) for 5 years effective June 1, 2026 with remuneration of base salary up to USD 133,333 per month + 70% target variable pay (Ordinary Resolution)
Background and Financial Context
- Molycop Group acquisition completed on June 1, 2026 with Tega holding 84.2% ownership through Tega MC Investment Pte. Ltd.
- Apollo Funds hold remaining 15.8% stake
- Company raised Rs. 1,713Cr through preferential allotment and Rs. 1,500Cr term loan for acquisition
- Consolidated turnover for FY 2025-26 was INR 1,690 crores (10% materiality threshold: INR 169 crores)
- Molycop Group has 13 manufacturing facilities, 3 active joint ventures, and 26 sites worldwide
Voting Process and Compliance
- Remote e-voting only through electronic means via NSDL/CDSL demat accounts or InstaVote platform
- Related parties as defined under SEBI Listing Regulations shall not vote to approve the RPT resolutions
- Compliance confirmed with Companies Act 2013, SEBI Listing Regulations, Secretarial Standards-2, and MCA/SEBI circulars
- All documents available for inspection at Registered Office until September 18, 2026
- Results will be uploaded on company website, e-voting website, and communicated to BSE and NSE