View document text
Head Office: Survey No. 1943, Mangalkunj, Railway Station Road, Opp Balashram, Porbandar, Gujarat – 360575
Factory Address: Plot/ Phase No. 45/2, At Bhalpara GIDC, Tal. Veraval, Dist, Gir Somnath, Gujarat – 362266
Website: www.vistaramar.com, CIN No.: L05000GJ1983PLC149135,
Email ID: vistaramarltd@gmail.com, roc.shubhra@gmail.com Mobile Nos.: +91 87802 29519, +91 97231 02201
Date: 11th August, 2026
Listing Compliance Department
BSE Limited
Department of Corporate Services
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai – 400001
Ref: Security Code No.: 538565
Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 - Outcome of Board Meeting held on
Tuesday 11th August, 2026
Dear Sir,
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, we please to inform you that the Board of Directors of the
Company at its meeting held on Tuesday 11th August, 2026, commenced at 3:00 PM, has, inter
alia, considered and approved the following matters:
1. Considered and approved the Unaudited Financial Results for the quarter ended 30th June,
2026.
2. Taken on record the Limited Review Report on Unaudited Financial Results for the
quarter ended 30th June, 2026.
3. Considered, approved and recommended for the approval of the Members, re-
appointment of Mr. Ramkumar Babulal Panjari (DIN: 00262001), as Executive Director,
who retires by rotation at the ensuing Annual General Meeting of the Company, pursuant
to the provisions of section 152 of the Companies Act, 2013 on recommendation received
from Nomination and remuneration Committee of the Company.
Details with respect to Regulation 30 read with Schedule III of the Listing Regulations,
SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 is
enclosed in Annexure -A.
4. Considered, approved and recommended for the approval of the Members, remuneration
to Messrs. S A R A & Associates, Chartered Accountants (Registration No. 120927W),
Statutory Auditors of the Company for the Financial Year 2026-2027 on
recommendation received from Audit Committee of the Company.
5. Considered, approved, and recommended for the approval of the Members, the re-
appointment of Mr. Rajeshkumar Babulal Panjari (DIN No. 00261895) as the Managing
Director of the Company for a further period of 5 (five) years w.e.f 01st October, 2026
and payment of managerial remuneration of Rs.5,00,000/- (Rupees Five Lakhs only) per
month for a period of three (3) years commencing from 1st October, 2026, in accordance
with the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if
any, of the Companies Act, 2013, read with the applicable Rules and Schedule V thereto,
on recommendation received from Nomination and remuneration Committee of the
Company.
Details with respect to Regulation 30 read with Schedule III of the Listing Regulations,
SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 is
enclosed in Annexure -B.
6. Considered, approved and recommended for the approval of the Members re-
appointment of Mr. Jaidip Dilipkumar Simaria (DIN No.: 02587800), Non-
Executive Independent Director, who holds office of Non-Executive Independent
Director up to ensuing Annual General Meeting, for a second term as a Non-Executive
Independent Director of the Company, not liable to retire by rotation, to hold office for
five consecutive years from this AGM.
Details with respect to Regulation 30 read with Schedule III of the Listing Regulations,
SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 is
enclosed in Annexure -C.
7. Considered and approved appointment of Mr. Pragnesh P. Patel (DIN No. 11668303) as
Additional Non-Executive, Independent Director on the Board of the Company w.e.f.
11th August, 2026 who shall hold office upto the date of the ensuing Annual General
Meeting of the Company and eligible for reappointment, on recommendation received
from Nomination and remuneration Committee of the Company.
8. Considered, approved and recommended for the approval of the Members of the
Company regularisation of Mr. Pragnesh P. Patel (DIN No. 11668303) from Additional
Non-Executive, Independent Director to Non-Executive Independent Director to hold
office for five consecutive year’s upto 10th August, 2031, on recommendation received
from Nomination and remuneration Committee of the Company.
Details with respect to Regulation 30 read with Schedule III of the Listing Regulations,
SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 is
enclosed in Annexure -D.
9. Considered, approved and recommended for the approval of the Members, Material
Related Party Transaction(s) under section 188 of the Companies Act, 2013 and
Regulation 23 of SEBI (LODR) Regulations, 2015 and IND AS- 24, on recommendation
received from Audit Committee of the Company.
10. Considered and approved, the Notice of 42nd Annual General Meeting (“AGM”) of the
Company, Directors’ Report (Board Report) and its annexures and Management
Discussion and Analysis Report (MDAR) and other related documents forming the part
of Annual Report for Financial Year 2025-2026.
11. The 42nd Annual General Meeting of the Members of the Company to be held on Tuesday
22nd September, 2026 at 03:00 p.m. through Video conferencing (“VC”)/Other Audio
Visual Means (‘VC/OAVM’) facility in accordance with the relevant circulars issued by
the Ministry of Corporate Affairs (“MCA”) to transact the business as contained in the
notice convening the AGM. The Remote e-voting period will commence from Friday
18th September, 2026 at 09.00 A.M. to Monday 21st September, 2026 at 05.00 P.M.
12. Pursuant to Section 91 and other applicable provisions of the Companies Act, 2013 and
in accordance with the Regulation 42 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Register of Members and Share Transfer Book of
the Company shall remain closed from Wednesday 16th September, 2026 to Tuesday 22nd
September, 2026 (both days inclusive) for taking record of the Members of the Company
for the purpose of ensuing 42nd Annual General Meeting.
13. Considered and approved appointment of Ms. Isha Gupta, Practicing Company Secretary
as a scrutinizer to scrutinize the remote e-voting process and e-voting process at the 42nd
AGM.
14. Considered and approved availing of e-voting facility and Video Conferencing
(VC)/Other Audio Visual Means (OAVM) facility from Purva Sharegistry (India) Private
Limited, Registrar and Transfer Agent (RTA), for the ensuing Annual General Meeting.
15. Considered and approved the reconstitution of the Audit Committee of the Board with
immediate effect as under:
Name Category Designation
Mr. Jaidip Dilipkumar Simaria Non-Executive Independent Director Chairman
Ms. Chandni Gopal Khudai Non-Executive Independent Director Member
Mr. Ramesh Upadhyay Non-Executive Director Member
16. Considered and approved the reconstitution of the Nomination and Remuneration
Committee of the Board with immediate effect as under:
Name Category Designation
Mr. Jaidip Dilipkumar Simaria Non-Executive Independent Director Chairman
Ms. Chandni Gopal Khudai Non-Executive Independent Director Member
Mr. Ramesh Upadhyay Non-Executive Director Member
17. Considered and approved the reconstitution of the Stakeholders' Relationship Committee
of the Board with immediate effect as under:
Name Category Designation
Mr. Jaidip Dilipkumar Simaria Non-Executive Independent Director Chairman
Ms. Chandni Gopal Khudai Non-Executive Independent Director Member
Mr. Ramesh Upadhyay Non-Executive Director Member
18. The Board took note of the applicability of the provisions of Section 135 of the
Companies Act, 2013 relating to Corporate Social Responsibility ("CSR") to the
Company. Since the Company's CSR obligation does not exceed Rs.50 lakh, the
functions of the Corporate Social Responsibility Committee shall be discharged by the
Board o
[Showing first 8,000 characters — download PDF for full document]