EGM passes special resolutions raising Section 185 limit to Rs.50 Crores and related party transaction

EGM held on Wednesday, 07th October, 2026 through video conference.

Wed 7 Oct 2026

Section 185 Limit Approved

up to Rs.50 Crores, superseding the earlier limit of Rs. 40 Crores

Quorum Present

111 members

Meeting Duration

11:30 a.m. to 12:04 p.m.

An Extra Ordinary General Meeting (EGM) is a shareholder meeting called outside the annual cycle, usually because a decision needs shareholders' approval before it can be acted upon. This one was held on Wednesday, 07th October, 2026 through video conference, and the proceedings were recorded for the exchanges.

What was put to vote

• Two items, both listed under Special Business, were considered, proposed and seconded.
• Both were passed as Special Resolutions. A special resolution needs a higher level of shareholder support than an ordinary resolution, so it signals that the matter carries more than routine weight.

Resolution 1: Section 185 limit raised

• Members approved transactions under the provisions of Section 185 of the Companies Act, 2013.
• This supersedes the earlier approved limit of Rs. 40 Crores and allows such transactions up to Rs.50 Crores.
• Section 185 deals with a company giving loans, guarantees or security in connection with a loan to related parties. Raising the ceiling means the company can commit a larger amount under this head without returning to shareholders for fresh approval each time.

Resolution 2: Related party transaction with Garware Offshore Services Limited

• Members approved Material Related Party transaction(s) with Garware Offshore Services Limited (GOSL), again in reference to the supersession of the limit from Rs. 40 Crores to Rs.50 Crores under Section 185 of the Companies Act, 2013.
• This includes charging of "Guarantee Commission" on "Corporate Guarantee" to GOSL.
• In simple terms, a corporate guarantee is a promise by the company to stand behind another entity's obligations, and a guarantee commission is the fee charged for providing that cover.
• Because the counterparty is a related party, the transaction needed shareholder approval as a material related party transaction.

How the meeting was conducted

• The Chairman, Mr. Aditya A. Garware, presided from Singapore. Since he was interested in items 1 and 2, he requested Independent Director Mr. Piyush V. Patel to chair the meeting for those two items, and resumed the proceedings after the resolutions were passed.
• The requisite quorum was present, with total members 111.
• Of 10 registered speakers (shareholders), 5 expressed appreciation for the Board, Company Secretary and employees and gave their best regards for the progress of the company. The Chairman also answered the query raised by 1 shareholder.

Voting and next steps

• Remote e-voting was provided to members, with the record date of 30th September, 2026. Remote e-voting ran from Sunday, 04th September, 2026 at 10.00 a.m. to Tuesday, 06th September, 2026 at 5.00 p.m.
• Members present at the EGM who had not voted remotely were allowed to vote through the e-portal of CDSL after the conclusion of the EGM.
• Mr. Taher Sapatwala, Practising Company Secretary, was appointed Scrutinizer to conduct the electronic and physical voting and to submit a report.
• The results will be declared within the time permissible under applicable laws, and the results along with the Scrutinizer's Report will be placed on the company's website and communicated to BSE Ltd.
• The EGM commenced at 11:30 a.m. and concluded at 12:04 p.m.

What this means for a retail investor

• The headline outcome is that shareholders have cleared a higher ceiling for Section 185 transactions and a material related party transaction involving Garware Offshore Services Limited, including guarantee commission on a corporate guarantee.
• Both items needed and received special resolution approval, with the interested director stepping aside from the chair for those items.
• The formal voting result, based on e-voting and votes cast at the meeting, is to be declared separately along with the Scrutinizer's Report.

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