Meeting Details

The 46th Annual General Meeting of ZF Steering Gear (India) Limited was held on Monday, July 27, 2026 from 10:00 a.m. to 10:56 a.m. IST through Video Conference/Other Audio Visual Means. The meeting was conducted in compliance with General Circular nos. 03/2025, 09/2024, 09/2023, 10/2022, 02/2022, 02/2021, 20/2020, 17/2020 and 14/2020 issued by the Ministry of Corporate Affairs and provisions of the Companies Act, 2013.

Attendance

  • Shareholders Present: 45 members
  • Directors Present: 7 directors attended virtually
  • Mr. Dinesh Munot (Chairman & Whole-Time Director)
  • Mr. Utkarsh Munot (Managing Director)
  • Mrs. Smita Lahoti (Non-Executive, Independent Director)
  • Dr. Dinesh Bothra (Non-Executive, Non-Independent Director)
  • Mr. Rohit Rathi (Non-Executive, Independent Director)
  • Mr. Shrenik Gandhi (Non-Executive, Independent Director and Chairman of Audit Committee and Stakeholders' Relationship Committee)
  • Mr. Bharat Agarwal (Non-Executive, Independent Director and Chairman of Nomination and Remuneration Committee)

Management Representatives Present

  • Mr. Jinendra Jain (Chief Financial Officer)
  • Mr. Satish Mehta (Company Secretary)

External Representatives Present

  • Representative of Statutory Auditors: Mr. Kaustubh Deshpande Partners, M/s Joshi Apte & Co., Chartered Accountants
  • Secretarial Auditors: Mr. I. U. Thakur, Partner, M/s. SIUT & Co., LLP, Company Secretaries
  • Scrutinizers: Mr. Sohal Thakur, Partner, M/s. SIUT & Co., LLP, Company Secretaries

Meeting Proceedings

Mr. Dinesh Munot chaired the meeting and confirmed requisite quorum was present. The Company Secretary briefed members on VC/OAVM arrangements and e-voting facilities through NSDL. Members who hadn't cast votes through remote e-voting were provided option to vote electronically during the meeting. M/s. SIUT & Co. LLP were appointed as Scrutinizers to oversee e-voting process and submit consolidated Scrutinizer's Report.

Documents Circulated

  • Notice of 46th AGM along with Annual Report for FY 2025-26 sent through electronic mode
  • Audited Standalone and Consolidated Financial Statements for FY ended March 31, 2026 already circulated electronically
  • No qualifications, observations or adverse remarks in Statutory Auditors' Reports
  • Auditors' Reports and statutory registers/documents available for inspection by members

Chairman's Speech Coverage

  • Overview of Indian economy, automotive sector and commercial vehicle industry
  • Financial performance for FY 2025-26 and Quarter 1 of FY 2026-27
  • Updates on subsidiaries including new projects being undertaken through subsidiaries
  • Appreciation for employees, directors, customers, suppliers, shareholders, regulators and stakeholders

Shareholders' Interaction

Registered speaker shareholders expressed views and raised queries. The Managing Director responded to queries in detail, with certain questions addressed directly by the Chairman.

Business Transacted

The following items of business from the AGM notice were transacted:

Ordinary Business

1. Adoption of Audited Standalone Financial Statements for FY ended March 31, 2026 together with Reports of Board of Directors and Auditors (Ordinary Resolution)

2. Adoption of Audited Consolidated Financial Statements for FY ended March 31, 2026 together with Report of Auditors (Ordinary Resolution)

3. Appointment of Director in place of Mr. Utkarsh Munot (DIN: 00049903) who retires by rotation under Section 152(6) of Companies Act, 2013 and offers himself for reappointment (Ordinary Resolution)

Special Business

4. Re-appointment of Mr. Dinesh Munot (DIN: 00049801) as Chairman and Whole-Time Director (Special Resolution)

5. Re-appointment of Mr. Utkarsh Munot (DIN: 00049903) as Managing Director (Special Resolution)

6. Approval of Material Related Party Transactions by the Company and/or its subsidiaries (Ordinary Resolution)

7. Approval of Material Related Party Transactions by and between subsidiaries of the Company (Ordinary Resolution)

Voting and Results

E-voting module remained open during AGM and for 15 minutes after conclusion. Results of remote e-voting and e-voting at AGM along with consolidated Scrutinizer's Report will be submitted to Stock Exchanges and placed on Company's website within two working days from meeting conclusion.

Meeting Duration and Quorum

Meeting duration: 10:00 a.m. to 10:56 a.m. IST. Quorum was present throughout the meeting.