Dindigul Farm Product Limited has informed the Bombay Stock Exchange (BSE) that its promoter, Indrayani Biotech Limited, disposed of 4,48,000 equity shares on September 30, 2026, without submitting the required Form C disclosure.

The company identified the transaction through its Registrar and Share Transfer Agent (RTA) share transaction report. Upon verification, Dindigul Farm Product noted the absence of prior intimation or regulatory disclosure from the promoter entity regarding this specific disposal.

Regulatory non-compliance details

The company sent an email to Indrayani Biotech Limited on October 5, 2026, seeking an explanation and requesting submission of the requisite Form C and pre-clearance documentation. This action was taken in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, and the company's internal Code of Conduct.

Indrayani Biotech’s Company Secretary responded on October 6, 2026, stating that Form C would be submitted by the end of the day on October 7, 2026. However, as of the date of the intimation to BSE, the disclosure document had not been received.

Transaction specifics

The company stated it will take appropriate further action in accordance with applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, including Regulation 7(2), and other relevant regulatory requirements.

Dindigul Farm Product Limited held its 16th Annual General Meeting on September 30, 2026, via video conferencing. While five ordinary resolutions were passed, a special resolution regarding the revision of remuneration for Chairman and Managing Director R Rajasekaran failed to secure the requisite majority.

The meeting addressed six agenda items. Ordinary resolutions covering the adoption of audited financial statements for FY26, re-appointment of Mrs. Rajadharshini Rajasekaran as Non-Executive Director, and re-appointment of statutory auditor M/s VSSR & Co were approved with significant support from the promoter group.

Voting outcomes

The resolution to regularize Dr. Karthik Neelakandan as a Non-Executive Non-Independent Director also passed with a simple majority. Additionally, shareholders approved material related party transactions with A R Dairy Food Private Limited up to ₹60 crore, excluding duties and taxes.

However, the special resolution seeking approval for the revision of remuneration payable to Mr. R. Rajasekaran, along with continuing his directorship after attaining 70 years of age, was not passed. Under Section 114(2) of the Companies Act, 2013, a special resolution requires votes in favour to be at least three times the number of votes against. The voting results did not meet this threshold.

What the numbers show

The voting data reveals a distinct split in shareholder sentiment across different governance matters. For routine administrative resolutions such as financial statement adoption and auditor re-appointment, the promoter group voted unanimously in favor, resulting in 98.96% votes in favor overall. In contrast, for the contentious items involving director regularization (Item 4) and CMD remuneration (Item 6), the promoter group's support dropped to 50.55% in favor within their own block. This internal divergence among promoters significantly impacted the final outcome, particularly for the special resolution which required a higher majority threshold that could not be met given the split vote and public opposition.