32nd AGM Proceedings shared: Auditors Flag Managerial Remuneration Approval Gap

The 32nd AGM was held on 30th September, 2026 at 12:30 P.M, closing at 12:55 P.M, with 32 members present in person.

Wed 30 Sep 2026

AGM Date

30th September, 2026

Meeting Time

12:30 P.M to 12:55 P.M

Members Present

32 members in person

Resolutions Placed

Four resolutions: adoption of standalone audited financial statements, re-appointment of Mr. Kamal Manchanda as Whole-Time Director,…

Audit Observation

Company had inadequate profits and members' approval for managerial remuneration had not been obtained earlier; management said it is…

What was shared

The Company submitted the proceedings of its 32nd Annual General Meeting for FY 2025-26, held on 30th September, 2026 at 12:30 P.M at DDA Shopping Complex, Mayur Vihar-I, Delhi, and closed at 12:55 P.M.

Attendance

• 32 members were present in person.
• Directors present: Mr. Kamal Manchanda (Whole-Time Director, who chaired the meeting), Mrs. Aruna Manchanda and Ms. Shilpy Chopra.
• Mr. Sunil Kumar Singh (CFO) and Ms. Uma Kumari (Company Secretary) were in attendance.

Items placed before members

• Adoption of Standalone Audited Financial Statement (ordinary resolution).
• Re-appointment of Mr. Kamal Manchanda, Whole Time Director, retiring by rotation (ordinary resolution).
• Approval and ratification of remuneration paid to Mr. Kamal Manchanda for FY 2025-26 under Schedule V, Part II, Section II of the Companies Act, 2013 (ordinary resolution).
• Approval and ratification of remuneration to Mr. Kamal Manchanda in excess of the limits prescribed under Section 197 of the Companies Act, 2013 (special resolution).

Audit observations

The Chairman informed members that the Auditor's Report carries an observation under Section 197(16): during the financial year the Company had inadequate profits, and while the managerial remuneration paid was within Schedule V limits, the requisite members' approval had not been obtained. The Secretarial Audit Report carries a similar observation.

Management's reply states the remuneration was well within Schedule V limits and that, due to oversight or administrative reasons, prior approval of members could not be obtained before the close of the financial year. It said the matter would be placed before members at this AGM for regularisation.

Voting process

Remote e-voting ran from 27th September, 2026, 9:00 A.M to 29th September, 2026, 5:00 P.M. Members who had not voted electronically could vote by ballot at the venue. Mr. Parveen Kumar Rastogi, Practicing Company Secretary, was appointed Scrutinizer for both remote e-voting and the ballot.

The Chairman announced that the Scrutinizer's consolidated report would be submitted within the prescribed time, notified to the stock exchange and uploaded on the Company's website and the NSDL website.

How to read this

This is a procedural record of the AGM. The point of substance for investors is the audit observation on managerial remuneration paid in a year of inadequate profits, which the Company sought to regularise through shareholder resolutions at this meeting. The actual voting outcome on each resolution comes separately with the Scrutinizer's report.

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