Si Capital AGM approves NCD issuance, MD remuneration revision

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Reviewed by
Riya DScanX News Team
Key Highlights
  • Si Capital & Financial Services shareholders unanimously approved all five resolutions at its 32nd AGM
  • Authorization granted for issuing Non-Convertible Debentures (NCDs) via private placement
  • Remuneration of Managing Director Mr Anto Mekkattukulam Jayson revised effective April 1, 2026
  • Directors Mr T.B. Ramakrishnan and Ms Jitha Chummar reappointed by rotation
  • 1,625,000 votes declared invalid for MD remuneration due to interested shareholder status
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Si Capital & Financial Services shareholders approved all five resolutions at its 32nd Annual General Meeting held on September 18, 2026. The key outcomes include the authorization to issue Non-Convertible Debentures (NCDs) via private placement and a revision in the remuneration of the Managing Director.

The meeting, chaired by Mr Vinod Manazhy, was conducted via video conferencing. Twenty-seven members attended the session, which began at 11:30 am and concluded at 11:48 am. The quorum was present throughout, allowing the board to proceed with the agenda items as per SEBI Listing Regulations and MCA circulars.

Resolutions Passed

Shareholders passed three ordinary resolutions related to routine annual business and two special resolutions concerning capital structure and management compensation. All resolutions received unanimous support from voting shareholders.

Sl. No Particulars Type of Resolution Status
1 Adoption of Audited Financial Statements for FY26 Ordinary Resolution Passed
2 Appointment of Mr T.B. Ramakrishnan as Director Ordinary Resolution Passed
3 Appointment of Ms Jitha Chummar as Director Ordinary Resolution Passed
4 Revision in remuneration of Managing Director Special Resolution Passed
5 Issuance of Non-Convertible Debentures via Private Placement Special Resolution Passed

The adoption of the audited financial statements for the fiscal year ended March 31, 2026, was passed as an ordinary resolution. Directors Mr T.B. Ramakrishnan (DIN: 01601072) and Ms Jitha Chummar (DIN: 02582004) were reappointed by rotation.

Capital and Management Changes

The most significant corporate actions involved a special resolution to revise the remuneration of Mr Anto Mekkattukulam Jayson (DIN: 10528274), the Managing Director, with effect from April 1, 2026. Additionally, shareholders approved the issuance of Non-Convertible Debentures through private placement. This move signals the company's intent to raise debt capital for future operations or expansion.

Voting Results

Remote e-voting was conducted from September 15, 2026, at 9:00 am until September 17, 2026, at 5:00 pm. Members holding shares as on the cut-off date of September 11, 2026, were entitled to vote. A total of 2,469 shareholders were on record.

For the ordinary resolutions (Items 1-3), 7,763,380 votes were cast in favor out of 7,763,380 votes polled, representing 100% assent. No votes were cast against these items.

For the special resolution regarding the MD's remuneration (Item 4), 6,138,380 votes were cast in favor out of 6,138,380 valid votes polled. The scrutinizer noted that 1,625,000 votes cast by an interested shareholder were declared invalid, ensuring compliance with regulatory norms regarding interested directors.

For the NCD issuance resolution (Item 5), 7,763,380 votes were cast in favor out of 7,763,380 votes polled, representing 100% assent.

M/s K Sreekrishnakumar & Co served as the scrutinizer for the voting process. The voting results have been communicated to stock exchanges.

Historical Stock Returns for SI Capital & Financial Services

1 Day5 Days1 Month6 Months1 Year5 Years
-1.43%-8.54%-22.60%0.0%0.0%0.0%

What specific strategic projects or operational expansions is Si Capital planning to fund with the proceeds from the newly authorized Non-Convertible Debentures?

How does the revised remuneration structure for Managing Director Mr. Anto Mekkattukulam Jayson align with the company's projected growth targets for FY27?

Given the unanimous approval of the NCD issuance, what is the expected timeline for the private placement and the target investor profile for these debt instruments?

SI Capital & Financial Services
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Si Capital calls AGM for Sept 18 to approve ₹10 cr NCDs, MD pay hike

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Reviewed by
Shriram SScanX News Team
Key Highlights
  • Si Capital schedules its 32nd AGM for September 18, 2026, at 11:30 am via video conferencing.
  • Shareholders will vote on a ₹10 crore NCD issuance and a revised MD remuneration package.
  • MD monthly salary rises from ₹75,000 to ₹1,25,000, effective April 1, 2026.
  • Performance-linked commission threshold increases from ₹60 lakh to ₹70 lakh profit before tax.
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Si Capital & Financial Services Limited has scheduled its 32nd Annual General Meeting (AGM) for September 18, 2026. The meeting will seek shareholder approval for a ₹10 crore non-convertible debenture (NCD) issuance and a revision in the Managing Director’s remuneration.

The meeting is set to commence at 11:30 am via video conferencing or other audio-visual means (OAVM). The board also proposed the re-appointment of two directors retiring by rotation: Mr. T.B. Ramakrishnan and Ms. Jitha Chummar.

Corporate Actions

The notice for the AGM, issued on August 25, 2026, outlines the ordinary and special business to be transacted. Shareholders holding shares as on the record date of September 11, 2026, are eligible to vote. Remote e-voting will be available from September 15 to September 17, 2026.

Key resolutions include:

  • Adoption of the Audited Standalone Financial Statements for FY26.
  • Re-appointment of Mr. T.B. Ramakrishnan (DIN: 01601072) and Ms. Jitha Chummar (DIN: 02582004) as Non-Executive, Non-Independent Directors liable to retire by rotation.
  • Approval of the MD’s revised remuneration package effective April 1, 2026.
  • Authorization for the issuance of secured/unlisted NCDs via private placement up to ₹10 crore over one year.

Remuneration Revision

The Nomination and Remuneration Committee recommended increasing the fixed monthly salary of Managing Director Anto Jayson Mekkattukulam from ₹75,000 to ₹1,25,000. The performance-linked commission remains at 15% of profit before tax, but the threshold for calculation rises from ₹60 lakh to ₹70 lakh. This change applies to profits exceeding the new baseline.

Component Existing Terms Revised Terms
Monthly Salary ₹75,000 ₹1,25,000
Performance Threshold Profit > ₹60 lakh Profit > ₹70 lakh
Commission Rate 15% of excess 15% of excess
Effective Date N/A April 1, 2026

What the Numbers Show

The remuneration structure shift increases fixed costs while raising the hurdle for variable pay. By lifting the profit threshold from ₹60 lakh to ₹70 lakh, the company delays the trigger for additional executive compensation until higher absolute profitability is achieved. This balances the higher monthly salary against stricter performance metrics for bonus eligibility.

Historical Stock Returns for SI Capital & Financial Services

1 Day5 Days1 Month6 Months1 Year5 Years
-1.43%-8.54%-22.60%0.0%0.0%0.0%

How will the ₹10 crore NCD issuance impact Si Capital's debt-to-equity ratio and overall liquidity position in the coming fiscal year?

What specific growth strategies or operational expansions is the company funding with the new debt capital that justify the increased fixed remuneration for the MD?

Will the higher profit threshold of ₹70 lakh for performance-linked commissions signal management's confidence in sustained revenue growth, or does it reflect a more conservative outlook on profitability?

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