Greenpanel Industries shareholders approved a special resolution to amend its Articles of Association (AoA) during the 9th Annual General Meeting held on August 7, 2026, enabling the payment of remuneration to independent directors that exceeds statutory limits. The amendment, which substitutes existing Article 58(17), allows the Board to determine remuneration in any form or proportion permissible under the Companies Act, subject to member approval under Sections 149, 197, and 198 read with Schedule V. This governance change provides greater flexibility in compensating independent directors while maintaining shareholder oversight.

The meeting also saw the approval of a dividend of ₹0.50 per equity share and the re-appointment of Shobhan Mittal as Managing Director. Conducted via Video Conferencing/Other Audio-Visual Means (VC/OAVM), the AGM commenced at 11:00 A.M. and concluded at 12:14 P.M., with 73 members in attendance. Shiv Prakash Mittal, Whole-time Director & Executive Chairman, chaired the proceedings, recusing himself only from the re-appointment vote where Mahesh Kumar Jiwrajka assumed the chair. Statutory Auditors M/s. S S Kothari Mehta & Co LLP and Secretarial Auditor M/s. P. Sarawagi & Associates were present, confirming no qualifications in their respective reports.

Key Resolutions Passed

Shareholders voted on five items using remote e-voting facilities open from August 4, 2026, to August 6, 2026. All resolutions were passed with the following outcomes:

Governance Implications

The new Article 58(17) explicitly states that independent directors are not entitled to stock options but may receive sitting fees and expense reimbursements. Crucially, it permits the Board, based on Nomination and Remuneration Committee recommendations, to pay remuneration exceeding the limit prescribed under Section 197(1) of the Companies Act, provided such amounts are approved by members. This aligns with broader regulatory frameworks under Sections 149, 197, and 198. Company Secretary Lawkush Prasad confirmed the intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The transcript of the AGM will be uploaded to the company’s website, with voting results filed upon receipt of the scrutinizer’s final report.

Greenpanel Industries Limited has scheduled its 9th Annual General Meeting for August 7, 2026, at 11:00 A.M. IST via video conferencing. The Board of Directors has recommended a dividend of ₹0.50 per equity share for the financial year ended March 31, 2026, subject to the approval of shareholders. Shareholders as of July 31, 2026, are eligible to vote and receive dividends.

The company reported a net loss of ₹29.13 crore for FY26, compared to a profit after tax of ₹72.11 crore in the previous year. Revenue from operations grew 7.22% to ₹1,539.37 crore from ₹1,435.77 crore in FY25. The decline in profitability was attributed to adverse exchange rate movements on EURO-denominated borrowings, which impacted the bottom line by ₹49.06 crore, along with initial inefficiencies during the stabilization of the new line at Andhra Pradesh and higher interest and depreciation expenses.

Business Agenda

The Ordinary Business includes the adoption of audited financial statements for FY26, the declaration of dividend, and the re-appointment of Mr. Shobhan Mittal, Director, who retires by rotation. Special Business encompasses altering the Articles of Association to facilitate remuneration for Independent Directors in the absence of profits and approving the specific remuneration structure.

Financial Context

The proposal for Independent Director remuneration follows the reported net loss. The Board has approved remuneration of ₹5 Lakhs per Independent Director for FY26, subject to the approval of the Members at the ensuing Annual General Meeting. The company stated the remuneration is commensurate with industry standards and the directors' contributions.

Meeting Details