Caprolactam Chemicals Limited successfully concluded its 35th Annual General Meeting on September 24, 2024, with all proposed resolutions receiving unanimous shareholder approval. The meeting was conducted through video conference at 11:30 a.m., with scrutinizer Rahul Gori overseeing the voting process to ensure compliance with the Companies Act, 2013.

Voting Process and Participation

The remote e-voting facility was made available to shareholders from September 19, 2024, at 09:00 am until September 23, 2024, at 05:00 pm. The cut-off date for determining eligible voters was set as September 17, 2024. A total of 24 members participated in the voting process, representing 2491005 votes across all resolutions.

Resolution Results

All four agenda items received complete unanimous support from shareholders, with no votes cast against any resolution and no abstentions recorded.

Ordinary Resolutions

Item 1 - Adoption of Financial Statements: The resolution to consider and adopt the Annual Audited Financial Statements for the financial year ended March 31, 2024, along with the Board of Directors' and Auditors' reports, was approved unanimously.

Item 2 - Director Re-appointment: Mrs. Zaver Shankarlal Bhanushali (DIN: 00663374), who retired by rotation under section 152(6), was re-appointed as director with unanimous shareholder approval.

Special Resolutions

Item 3 - Independent Director Appointment: Mr. Viren Jaysukhlal Jasani (DIN: 09445555) was appointed as Independent Director for a first term of 5 years, not liable to retire by rotation.

Item 4 - Independent Director Appointment: Mr. Kamlesh Damji Joisher (DIN: 00510086) was appointed as Independent Director for a first term of 5 years, not liable to retire by rotation.

Scrutinizer Oversight

Rahul Gori, appointed as scrutinizer by the Board of Directors pursuant to section 108 of the Companies Act, 2013, conducted the voting process oversight. The scrutinizer ensured fair and transparent voting procedures for both remote e-voting and e-voting facilities during the AGM. Electronic data and relevant records were sealed and handed over to the authorized Company Secretary/Director for safekeeping.

The voting results demonstrate strong shareholder confidence in the company's governance and strategic direction, with complete consensus achieved across all proposed resolutions during the 35th AGM proceedings.

Caprolactam Chemicals Limited has issued a comprehensive postal ballot notice dated February 25, 2026, seeking shareholder approval for significant corporate governance matters including director remuneration revisions and related party transactions. The company has also released the official calendar of events for the postal ballot process.

Postal Ballot Resolutions Overview

The company has proposed four key resolutions for shareholder consideration, comprising two special resolutions and two ordinary resolutions:

Director Remuneration Revisions

The Board of Directors, based on recommendations from the Nomination and Remuneration Committee at their meeting held on February 13, 2026, has approved significant remuneration revisions for key executive positions.

Chief Financial Officer cum Whole-Time Director

Mr. Siddharth Shankarlal Bhanushali's revised compensation structure includes:

Managing Director

Ms. Zaver Shankarlal Bhanushali's revised remuneration package encompasses:

Related Party Transactions

Property Leasing Arrangement

The company seeks approval for a property leasing transaction with Ms. Shital Bhanushali for office premises:

Consultancy Fee Revision

The board proposes revising consultancy fees for Mr. Shankar Bhanushali's liaisoning and consultancy services:

Postal Ballot Calendar and E-Voting Timeline

The company has released the official calendar of events for the postal ballot process, which will be conducted exclusively through remote e-voting using Purva Sharegistry (India) Private Limited's platform:

Mr. Rahul Gori has been appointed as the Scrutinizer to conduct the postal ballot process and scrutinize votes in a fair and transparent manner.

Compliance and Regulatory Framework

All proposed resolutions comply with applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and relevant MCA circulars. The transactions are structured to be conducted at arm's length basis and in the ordinary course of business. Interested related parties, including the directors and their relatives mentioned in the resolutions, will abstain from voting in accordance with regulatory requirements.