Nilachal Carbo Metalicks Limited concluded its 23rd Annual General Meeting (AGM) on September 29, 2026, in Bhubaneswar with the unanimous approval of all 11 proposed resolutions. Shareholders ratified the adoption of audited standalone and consolidated financial statements for the fiscal year ended March 31, 2026.

The meeting, chaired by Managing Director Bibhu Datta Panda, saw the presence of five directors and key managerial personnel. The proceedings included the re-appointment of directors, revisions to executive remuneration, and significant financial authorizations regarding debt limits and related party transactions. Remote e-voting was available from September 25 to September 28, 2026, alongside physical voting during the session.

Key resolutions passed

The shareholders transacted several critical business items through ordinary and special resolutions. These included governance updates and significant financial authorizations regarding debt and related party transactions. All resolutions were passed with 100% votes in favour among those polled.

Governance and attendance details

The AGM commenced at 12:30 pm and concluded at 1:30 pm. A total of six members were present at the venue, Mayfair Hotels & Resorts Ltd. The Board of Directors present included Bibhu Datta Panda, Rishiraj Panda, Geeta Rani Panda, Jyotirajan Rath, and Ramesh Narayan Rao Deshpande. Key managerial persons attending were CFO Asmi Amitav Pattanaik and Company Secretary Paramjot Singh Virdi.

CS Jyotirmoy Mishra served as the scrutinizer to ensure a fair voting process. The Chairman provided an overview of the company's performance during the financial year and addressed shareholder queries before closing the meeting.

What the Numbers Show

The voting data reveals a highly concentrated shareholder base with minimal public participation. Out of 368 registered shareholders, only 6 participated via remote e-voting, and just 1 member cast a vote through physical ballot paper at the AGM. Promoters and promoter group members accounted for 18,326,950 shares voted, representing approximately 73.5% of the total outstanding shares polled across most resolutions. In contrast, public non-institutional investors held 6,595,250 shares but only 40 votes were polled from this category, indicating negligible retail engagement in the corporate action.

Nilachal Carbo Metalicks has scheduled its 23rd Annual General Meeting for September 29, 2026. The gathering in Bhubaneswar will address significant corporate governance matters, including a substantial increase in the company’s borrowing powers and revisions to executive compensation.

The Board of Directors has placed several special resolutions before shareholders to streamline financial operations and leadership structure. A central focus is the request for shareholder approval to enhance the company's borrowing capacity from banks and financial institutions.

Financial Resolutions

The most material financial proposal involves increasing the aggregate borrowing limit to ₹75 crore. This ceiling covers both fund-based and non-fund-based borrowings. The resolution seeks approval under Section 180(1)(c) of the Companies Act, 2013, allowing the total outstanding debt to exceed the aggregate of paid-up capital and free reserves.

Additionally, the Board proposes to create charges on movable and immovable properties to secure these borrowings. The limit for loans, guarantees, and securities provided to group companies or related parties is also being raised to ₹75 crore under Section 186 of the Companies Act.

Management and Governance

The AGM will also confirm the appointment of Mr. Ramesh Narayan Rao Deshpande as an Independent Director. He will serve a five-year term starting from May 9, 2026. Mrs. Geeta Rani Panda, a Non-Executive Director, retires by rotation and offers herself for re-appointment.

Remuneration structures for key managerial personnel are being revised effective April 1, 2026:

• Mr. Bibhu Datta Panda (Managing Director): Salary revised to ₹8 lakh per month.
• Mr. Rishiraj Panda (Whole-time Director): Salary revised to ₹6 lakh per month.

Both executives will retain eligibility for standard perquisites, including provident fund contributions, gratuity, and children's education allowances.

Related Party Transactions

Shareholders are asked to approve material related-party transactions with Om Avi Carbon Resources Private Limited. The estimated value of these transactions for FY27 is up to ₹30 crore. These dealings involve the purchase and sale of goods, as well as stevedoring and logistics services. The Audit Committee has reviewed these terms, confirming they are conducted at arm's length.

What the Numbers Show

The proposed borrowing limit of ₹75 crore represents a unified ceiling across multiple financial instruments—external debt, internal guarantees, and asset charges. This consolidation suggests a strategic effort to simplify credit facility management while maximizing leverage capacity within regulatory bounds. The simultaneous revision of director remuneration indicates a formalization of compensation packages post-IPO, aligning management incentives with the company’s growth phase.

Voting Details

Remote e-voting will be open from September 25 to September 28, 2026. The record date for voting eligibility is September 22, 2026. KFin Technologies Ltd has been appointed as the scrutinizer for the voting process.