Techindia Nirman 45th AGM: All Five Resolutions Fail to Secure Requisite Majority
Techindia Nirman Limited's 45th AGM on May 05, 2026 resulted in all five resolutions failing to secure requisite majority, with public non-institutional shareholders voting overwhelmingly against each item. The promoter group (holding 2510173 shares) voted entirely in favour, but was outvoted. Consequently, two independent directors cease to hold office and the statutory auditor appointment stands unregularised, with the Scrutinizer noting non-compliance with SEBI listing regulations on board composition.

*this image is generated using AI for illustrative purposes only.
Techindia Nirman Limited conducted its 45th Annual General Meeting (AGM) on Tuesday, May 05, 2026, at 11:00 AM at its registered office at Nath House, Nath Road, Chhatrapati Sambhajinagar (Aurangabad), via physical mode. The meeting, chaired by Mr. Satish Kagliwal, saw the attendance of 39 shareholders in total—11 from the promoter and promoter group and 28 from the public. All five resolutions placed before the members failed to secure the requisite majority, marking a significant outcome for the company's governance.
Meeting Attendance and Key Personnel
The AGM was attended by key directors and key managerial personnel (KMP) of the company. Ms. Poonam Kagliwal, Additional Director, could not attend due to personal reasons. The following officials were present at the meeting:
| Designation: | Name |
|---|---|
| Director | Mr. Satish Kagliwal |
| Independent Director | Mr. Hitesh Purohit |
| Chief Financial Officer | Mr. Sunil Dixit |
| Company Secretary & Compliance Officer | Ms. Rajshree Jain |
Mr. Satish Kagliwal chaired the proceedings and welcomed members and attendees. Dr. Devinder Khurana, Executive Vice President, jointly conducted the proceedings with Mr. Satish Kagliwal and addressed queries and concerns raised by shareholders. Statutory Auditors, Secretarial Auditors, and the Scrutinizer were also present at the meeting.
Resolutions Placed Before Members
Five resolutions were put to vote through remote e-voting prior to the AGM, with a facility for poll paper voting also available during the meeting. The voting period for remote e-voting commenced on Saturday, May 02, 2026, at 09:00 AM and ended on Monday, May 04, 2026, at 05:00 PM IST. The cut-off date for determining eligible shareholders was Friday, April 24, 2026. None of the five resolutions passed, as detailed below:
| Sr. No. | Resolution | Type | Result |
|---|---|---|---|
| 1 | Adoption of Financial Statements for the financial year ended March 31, 2025 | Ordinary | Not Passed |
| 2 | Appointment of Ms. Neha P. Agrawal as Secretarial Auditor for FY 2025-26 to FY 2029-30 | Ordinary | Not Passed |
| 3 | Reappointment of Mr. Vadla Nagabhushanam (DIN: 08863512) as Independent Director for a second term of five consecutive years | Special | Not Passed |
| 4 | Reappointment of Mr. Madhukar Deshpande (DIN: 07630081) as Independent Director for a second term of five consecutive years | Special | Not Passed |
| 5 | Appointment of M/s. KP Sahasrabudhe & Co., Chartered Accountants, as Statutory Auditors from February 11, 2026 to March 31, 2026, to fill casual vacancy | Ordinary | Not Passed |
It was also noted that two special notices were received from one shareholder under Section 115 of the Companies Act. Following discussion with the shareholder and other members, these were not put to vote due to procedural invalidity. It was mutually decided that the management and the concerned shareholders would meet subsequently to try and revive the company.
Voting Results in Detail
The Scrutinizer, Mrs. Neha P. Agrawal, Practicing Company Secretary (Membership No. 7350, CP No. 8048), was appointed by the Board of Directors to supervise the remote e-voting and poll process. The e-voting facility was provided through the National Securities Depository Limited (NSDL) platform. The consolidated voting results across all resolutions are presented below:
Resolution 1 — Adoption of Financial Statements
| Metric: | Details |
|---|---|
| Total Members Voted | 141 |
| Members Voted in Favour | 40 |
| Members Voted Against | 101 |
| Total Votes Cast | 74,49,773 |
| Votes in Favour | 25,35,423 |
| Votes Against | 49,14,350 |
| % Votes in Favour | 34.03% |
| % Votes Against | 65.97% |
Resolution 2 — Appointment of Secretarial Auditor
| Metric: | Details |
|---|---|
| Total Members Voted | 141 |
| Members Voted in Favour | 39 |
| Members Voted Against | 102 |
| Total Votes Cast | 74,49,773 |
| Votes in Favour | 25,13,224 |
| Votes Against | 49,36,549 |
| % Votes in Favour | 33.74% |
| % Votes Against | 66.26% |
Resolution 3 — Reappointment of Mr. Vadla Nagabhushanam as Independent Director
| Metric: | Details |
|---|---|
| Total Members Voted | 141 |
| Members Voted in Favour | 39 |
| Members Voted Against | 102 |
| Total Votes Cast | 74,49,773 |
| Votes in Favour | 25,13,224 |
| Votes Against | 49,36,549 |
| % Votes in Favour | 33.74% |
| % Votes Against | 66.26% |
Resolution 4 — Reappointment of Mr. Madhukar Deshpande as Independent Director
| Metric: | Details |
|---|---|
| Total Members Voted | 141 |
| Members Voted in Favour | 39 |
| Members Voted Against | 102 |
| Total Votes Cast | 74,49,773 |
| Votes in Favour | 25,13,224 |
| Votes Against | 49,36,549 |
| % Votes in Favour | 33.74% |
| % Votes Against | 66.26% |
Resolution 5 — Appointment of Statutory Auditors (Casual Vacancy)
| Metric: | Details |
|---|---|
| Total Members Voted | 140 |
| Members Voted in Favour | 39 |
| Members Voted Against | 101 |
| Total Votes Cast | 74,48,923 |
| Votes in Favour | 25,13,224 |
| Votes Against | 49,35,699 |
| % Votes in Favour | 33.74% |
| % Votes Against | 66.26% |
In each resolution, the promoter and promoter group (holding 2510173 shares) voted entirely in favour via e-voting, while public non-institutional shareholders voted overwhelmingly against. There were no institutional public shareholders participating in any resolution.
Consequences of Failed Resolutions
The failure of all five resolutions carries direct governance implications for the company:
- Mr. Vadla Nagabhushanam ceases to be an Independent Director of the company due to non-reappointment.
- Mr. Madhukar Deshpande ceases to be an Independent Director of the company due to non-reappointment.
- M/s KP Sahasrabudhe & Co. ceases to be Statutory Auditors of the company due to non-regularisation.
The Scrutinizer's report also noted that the composition of the Board of Directors is not as per the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The meeting commenced at 11:00 AM and concluded at 12:20 PM. The proceedings were submitted to BSE Limited and the National Stock Exchange of India Ltd. by Chief Financial Officer Sunil Dixit, pursuant to Regulation 30 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
How will Techindia Nirman Limited address the non-compliance with SEBI's board composition requirements following the loss of two Independent Directors, and what regulatory penalties could the company face if it fails to reconstitute its board promptly?
With all five AGM resolutions rejected by an overwhelming ~66% majority of public shareholders, what specific grievances are driving this shareholder revolt, and could it signal a broader governance crisis or potential hostile takeover attempt?
Since the company's financial statements for FY 2024-25 were not adopted, what are the legal and regulatory consequences for Techindia Nirman's continued stock exchange listing and statutory compliance obligations?





























