ARSS INFRASTRUCTURE PROJECTS LTD.

Key Quantitative Figures

  • Total Paid-up Capital: 90,118,498 equity shares
  • Shareholder Participation: 42 shareholders present, holding 1,488,410 equity shares (1.6516% of paid-up capital)
  • Voting on Resolution: 2,199,633 votes polled (2.4408% of total paid-up capital)
  • Vote Result: 2,199,632 votes in favor (99.99995%), 1 vote against (0.00005%)

Dates of Action

  • EGM Date: June 9, 2026
  • EGM Time: 11:30 AM to 11:53 AM (including 15 minutes extended voting time)
  • Remote e-voting period: June 5, 2026 (9:00 AM) to June 8, 2026 (5:00 PM)
  • Board Approval Date: March 10, 2026 (appointment of M/s A D V AND CO LLP)
  • Auditor Merger Effective Date: February 11, 2026
  • Previous Auditor Communication Date: February 25, 2026
  • Minutes Signing Date: July 11, 2026

Parties Involved

Regulatory Bodies:

  • Bombay Stock Exchange Limited
  • National Stock Exchange of India Limited
  • Ministry of Corporate Affairs (MCA)
  • Securities and Exchange Board of India (SEBI)
  • Institute of Chartered Accountants of India (ICAI)

Auditors:

  • Previous Statutory Auditors: M/s M A R S & Associates, Chartered Accountants (Firm Registration No. 010484N)
  • New Statutory Auditors: M/s A D V AND CO LLP, Chartered Accountants (Firm Registration No. 003467N/N500463)
  • Scrutinizer: M/s. Sunita Jyotirmoy & Associates, Company Secretaries

Service Providers:

  • National Securities Depository Limited (NSDL) - e-voting platform

Attendees:

  • Directors: Shri Dipti Ranjan Patnaik (Chairman), Shri G.K. Dash (Managing Director), Shri T.K. Padmanaban (Independent Director), Smt. Payal Agarwal (Independent Director), Shri Manoranjan Panigrahy (Independent Director)
  • Officers: Shri S.K. Pattanaik (Chief Financial Officer)
  • Auditors: CA Vipul Kumar Gupta (Statutory Auditors), CS Jyotirmoy Mishra (Secretarial Auditors)

Purpose and Rationale

The EGM was convened specifically to address a casual vacancy in the office of Statutory Auditors caused by the merger of M/s M A R S & Associates with M/s A D V AND CO LLP, effective February 11, 2026. The merger resulted in the cessation of M/s M A R S & Associates as an independent entity, creating a casual vacancy despite their original appointment term extending to the conclusion of the 29th AGM in 2029.

The Audit Committee considered the credentials of M/s A D V AND CO LLP and recommended their appointment, which was approved by the Board on March 10, 2026, subject to shareholder approval as required under Section 139(8) of the Companies Act, 2013.

Voting Process and Results

The company provided remote e-voting facilities through NSDL from June 5-8, 2026, and e-voting during the EGM. M/s. Sunita Jyotirmoy & Associates was appointed as Scrutinizer.

Resolution No. 1: Appointment of M/s. A D V AND CO LLP as Statutory Auditors

  • Type: Ordinary Resolution
  • Result: Passed with requisite majority
  • Total votes polled: 2,199,633 (2.4408% of paid-up capital)
  • Votes in favor: 2,199,632 (99.99995% of votes polled)
  • Votes against: 1 (0.00005% of votes polled)
  • Promoter/Promoter Group: 0 votes polled (0.0000% of outstanding shares)
  • Public Institutions: 0 votes polled (0.0000% of outstanding shares)
  • Public Non-Institutions: 2,199,633 votes polled (2.4408% of outstanding shares)

The voting results and Scrutinizer's Report were submitted to BSE, NSE, NSDL, CDSL, and uploaded on the company's website (www.arssgroup.in).

Meeting Proceedings

The meeting was conducted through Video Conferencing (VC) mode in compliance with MCA and SEBI circulars. Three shareholders had registered as speakers but did not join the meeting. The Chairman declared the meeting concluded after extending the voting module for 15 minutes post-proceedings.

Financial Impact

No specific financial impact was quantified in the disclosure regarding auditor remuneration or other associated costs.

#Tags: #ARSSInfrastructure #EGM #StatutoryAuditors #SEBIDisclosure #CorporateGovernance #Neutral