Birla Corporation Limited, a prominent player in the Indian cement industry, held its 105th Annual General Meeting (AGM) on September 15, 2025, in Kolkata. The meeting, which saw active participation from shareholders, was marked by significant approvals and an unexpected adjournment of a key agenda item.

Shareholder Participation and Voting

The AGM witnessed robust shareholder engagement, with 827 out of 125,342 shareholders on record participating either in person or through proxy. The company had provided remote e-voting facilities from September 12 to September 14, 2025, ensuring wider participation in the decision-making process.

Key Resolutions Approved

Several important resolutions were put to vote and received overwhelming support from shareholders:

1. Financial Statements Adoption: The audited standalone and consolidated financial statements for the year ended March 31, 2025, along with the reports of the Directors and Auditors, were adopted.

2. Dividend Declaration: A dividend of ₹10 per share (100%) was declared for the financial year 2024-25.

3. Director Reappointment: Shri Sandip Ghose (DIN: 08526143) was reappointed as a director, retiring by rotation.

4. Management Continuity: Shri Sandip Ghose was reappointed as Managing Director and CEO for a further period of three years, effective from January 1, 2026.

5. Secretarial Auditors Appointment: M/s. Mamta Binani & Associates were appointed as Secretarial Auditors for a term of five consecutive years, from FY 2025-26 to FY 2029-30.

6. Cost Auditors Remuneration: The remuneration of ₹5,00,000 payable to M/s. Shome & Banerjee, Cost Accountants, for FY 2025-26 was ratified.

Unexpected Adjournment

In an unexpected turn of events, the fifth item on the agenda, concerning the adoption of a new set of Articles of Association, was adjourned indefinitely. This adjournment came in response to an ex-parte ad-interim order of temporary injunction from the Civil Judge Court, Alipore, restraining the company from conducting any poll or e-voting on this particular item.

Chairman's Address

Shri Harsh V. Lodha, Chairman of the Board, addressed the meeting, highlighting the company's performance and future strategies. Key points from his speech included:

• The cement division maintained a 91% capacity utilization despite pricing pressures.
• Sales of premium products grew by 11%, with the flagship brand Perfect Plus growing by 15%.
• The company plans to expand its consolidated production capacity from 20 million tons to 27.6 million tons by 2028-29, with an investment of ₹4,335 crore.
• Net debt has been reduced to ₹2,200 crore from ₹3,000 crore a year earlier.
• The company is focusing on environmentally efficient operations, with green power consumption increasing to 27% in the June quarter of the current year.

Looking Ahead

Despite the adjournment of one agenda item, the AGM was largely successful, with key resolutions passed and important strategic decisions communicated to shareholders. The company's focus on premium products, capacity expansion, and environmental sustainability indicates a forward-looking approach in a competitive market landscape.

Birla Corporation Limited will inform shareholders about the date of the adjourned meeting for considering the new Articles of Association in due course, in compliance with regulatory requirements.

Birla Corporation Limited, a prominent Indian cement manufacturer, has encountered a legal challenge regarding a proposed resolution at its 105th Annual General Meeting (AGM). The company recently disclosed that it received an ex-parte ad-interim order of temporary injunction from the Civil Judge at Alipore, South 24 Parganas, concerning a special business item on its AGM agenda.

Legal Challenge Details

The temporary injunction, filed by five shareholders of the company, specifically targets Item No. 5 of the AGM notice. This item proposes the adoption of a new set of Articles of Association for Birla Corporation. The court order restrains the company from:

• Conducting any poll, including remote e-voting
• Publishing results of physical votes and remote e-votes

These restrictions apply specifically to the resolution for adopting the new Articles of Association.

Company's Response

Birla Corporation has stated that no violation or contravention has occurred on their part. The company asserts that the proposal to adopt a new set of Articles of Association is in full conformity with prevailing laws and statutory requirements. According to the company's statement:

"The proposal to adopt a new set of Articles of Association, primarily based on Table F of Schedule I of the Companies Act, 2013, is in full conformity with and in consonance with the prevailing laws and statutory requirements."

Legal Actions and Impact

In response to this legal challenge, Birla Corporation has taken the following steps:

1. Filed an appeal before the District Judge at Alipore
2. Initiated appropriate legal measures to address the situation

The company has reported that this legal development has no financial or operational impact on its activities.

Timing and Disclosure

Birla Corporation received the court order on September 11, at approximately 7:20 PM (IST). In compliance with regulatory requirements, the company promptly disclosed this information to the stock exchanges on September 12, adhering to the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements Regulations, 2015.

As the legal proceedings unfold, shareholders and market observers will be keenly watching for further developments in this corporate governance matter at Birla Corporation Limited.