BSEAGM/EGM4h ago · 22 Jul 2026, 04:04 pm
Enclosed is the Notice of 52nd Annual General Meeting of the Company scheduled to be held on 20-Aug-2026 at 11.00 AM by video conference.
Sovereign Diamonds Ltd · 523826
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Sovereign Diamonds Ltd has announced its 52nd Annual General Meeting (AGM) to be held on August 20, 2026, through video conferencing. The meeting will consider the audited annual financial statements for the year ended March 31, 2026, and the re-appointment of Mr. Ajay Gehani as Chairman and Managing Director, and Mrs. Arundhati Mali as Whole Time Director and Chief Financial Officer.
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Sovereign Diamonds Ltd - 523826 - 52Nd AGM On 20-Aug-2026
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MANUFACTURERS OF 18K FINE JEWELLERY
Date: 22°d July, 2026
The Department of Corporate Services,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001
Scrip Code: 523826
SUB: Sovereign Diamonds Limited - Notice convening the
52°d Annual General Meeting
Dear Sir,
As required under Regulation 30 and Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, we submit herewith the Notice convening the
52nd Annual General Meeting scheduled to be held on Thursday, 20th August, 2026 at 11.00
a.m. OST) through Video Conferencing I Other Audio Visual Means in accordance with the
General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated
April 13, 2020, General Circular No. 20/2020 dated May 05, 2020 and General Circular No.
3/2025 dated September 22, 2025 issued by Ministry of Corporate Affairs and Circular No.
SEBI/HO/CFD/CMDI/CIR/P/2020179 dated May 12, 2020 and Circular No.
SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by SEBI.
Kindly take the above infonnation on record.
Yours Faithfully,
Regd. Office: Sovereign House, 11-A, Mahal Ind. Estate, Mahakali Caves Road, Andheri (E), Mumbai 400 093, India.
CIN No. L36912MH1974PLC017505 0 GST No. 27AAACS8558C1Z9
Email: (Sales) -sovereignjewellery@hotmail.com * (Accounts)-accountssovereign@hotmail.com
Tel.: 9122-49795491/92 -49744006.
Sovereign Diamonds Limited
NOTICE
NOTICE is hereby given that the Fifty Second Annual General Meeting of the members of
SOVEREIGN DIAMONDS LIMITED will be held on Thursday, 20th August, 2026 at 11.00
a.m. through Video Conferencing (VC) or Other Audio Visual Means (OAVM) to transact the
following business:
ORDINARY BUSINESS:
1. To consider and adopt the Audited Annual Financial Statements of the Company for the
financial year ended 31st March, 2026 and the Reports of the Board of Directors and the
Auditors’ thereon.
2. To appoint a Director in place of Mr. Sumer Gehani (DIN No.: 10842049), who retires by
rotation and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
3. Re-appointment of Mr. Ajay Gehani as Chairman and Managing Director of the
Company.
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 read with
Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the
Act”) read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended from time to time and such other approval(s), consent(s)
or permission(s), as may be required, and as recommended by the Nomination and
Remuneration Committee and approved by the Board of Directors, approval of the
Members of the Company be and is hereby accorded to the re-appointment of Mr. Ajay
Gehani (DIN: 00062989) as Chairman and Managing Director of the Company for a term
of 3 (three) years commencing from 1st July, 2026 up to 30th June, 2029 on the terms
and conditions and remuneration as set out in the Explanatory Statement annexed to
this Notice and with liberty to the Board of Directors (hereinafter referred to as “the
Board”) which term shall be deemed to include the Nomination and Remuneration
Committee of the Board) to alter, modify or revise from time to time, the terms and
conditions of the said re-appointment and/or remuneration, in such manner as may be
agreed to between the Board and Mr. Ajay Gehani.
RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any
financial year, Mr. Ajay Gehani will be paid the salary and perquisites as stated in the
Explanatory Statement as minimum remuneration in accordance with Part II of Schedule
V of the Act.
RESOLVED FURTHER THAT the Board of Directors of the Company (including its
Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and
things as may be necessary, expedient and desirable for the purpose of giving effect to
this resolution.”
4. Re-appointment of Mrs. Arundhati Mali as Whole Time Director and Chief Financial
Officer of the Company.
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 read with
Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the
Act”) read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended from time to time and such other approval(s), consent(s)
or permission(s), as may be required, and as recommended by the Nomination and
Sovereign Diamonds Limited
Remuneration Committee and approved by the Board of Directors, approval of the
Members of the Company be and is hereby accorded to the re-appointment of Mrs.
Arundhati Mali (DIN: 08353618) as Whole Time Director and Chief Financial Offier of
the Company for a term of 3 (three) years commencing from 1st July, 2026 up to 30th
June, 2029 on the terms and conditions and remuneration as set out in the Explanatory
Statement annexed to this Notice and with liberty to the Board of Directors (hereinafter
referred to as “the Board”) which term shall be deemed to include the Nomination and
Remuneration Committee of the Board) to alter, modify or revise from time to time, the
terms and conditions of the said re-appointment and/or remuneration, in such manner
as may be agreed to between the Board and Mrs. Arundhati Mali.
RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any
financial year, Mrs. Arundhati Mali will be paid the salary and perquisites as stated
in the Explanatory Statement as minimum remuneration in accordance with Part II of
Schedule V of the Act.
RESOLVED FURTHER THAT the Board of Directors of the Company (including its
Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and
things as may be necessary, expedient and desirable for the purpose of giving effect to
this resolution.”
NOTES:
General Instructions for accessing and participating in the 52nd Annual General
Meeting (AGM) through VC / OAVM Facility and Voting through Electronic means
including Remote E- Voting.
1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in
respect of item # 3 and 4 of the Notice is annexed.
2. Pursuant to the General Circulars 14/2020 dated 8th April, 2020, 17/2020 dated 13th
April, 2020, 20/2020 dated 5th May, 2020 read with 3/2025 dated 22nd September, 2025,
issued by the Ministry of Corporate Affairs (referred to as ‘MCA Circulars’) companies
are allowed to hold AGM through VC, without the physical presence of members at a
common venue. Hence, in compliance with the said circulars, the AGM of the Company
is being held through VC.
3. ONLY A MEMBER IS ENTITLED TO ATTEND AND VOTE AT THE AGM THROUGH
VC / OAVM. In terms of provisions of Section 105 of the Companies Act, 2013, a
Member entitled to attend and vote at the meeting is entitled to appoint a proxy to
attend and vote instead of himself / herself and such proxy need not be a Member of
the Company. Since this AGM is being held pursuant to the MCA Circulars through VC
/ OAVM, physical attendance of Members has been dispensed with. Accordingly, the
facility for appointment of proxies by the Members will not be available for the AGM and
hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, in
pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives
of the members such as the President of India or the Governor of a State or body
corporate can attend the AGM/EGM through VC/OAVM and cast their votes through
e-voting.
4. The Company has appointed M/s. Central Depository Services (India) Limited (CDSL)
to provide video conferencing facility for the AGM and the attendant enablers for
conducting of the AGM. The proceedings of the AGM will be web-casted live for all
the members who hold shares as on cut-off date i.e. Thursday, 13th August, 2026
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