The Peria Karamalai Tea & Produce Company Limited, one of India’s oldest and most respected tea producers, has once again demonstrated its commitment to corporate governance, regulatory transparency, and shareholder democracy.

In compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has filed the minutes of the postal ballot through which shareholders approved a material related party transaction with Maharaja Shree Umaid Mills Limited.

This filing is crucial because it showcases how companies ensure minority shareholder protection and full disclosure for transactions involving related parties. The approval process was completed via a remote e-voting system, making it accessible and transparent for all shareholders, even those geographically dispersed.

Background and Legal Framework
Related party transactions (RPTs) are transactions between a company and entities with close ties—often promoters, subsidiaries, or affiliates. While such transactions are common in business, they can pose risks of conflicts of interest or unfair terms.

Hence, SEBI’s Listing Regulations and the Companies Act, 2013 have strict rules:

• RPTs above certain thresholds must have shareholder approval.

• Companies must disclose full details of the transactions.

• Approval requires an ordinary resolution passed by a majority of shareholders.

Regulation 23(4) of SEBI (LODR) Regulations, 2015 specifically mandates that material related party transactions (those exceeding 10% of annual consolidated turnover) need shareholder approval through an ordinary resolution.

Why Postal Ballot?
The postal ballot process enables companies to seek shareholder approval without requiring a physical meeting. This method is especially effective for companies with a widely dispersed shareholder base.

For Peria Karamalai Tea, this approach ensured maximum participation while maintaining compliance with COVID-era guidelines from the Ministry of Corporate Affairs (MCA), which encouraged remote voting through a series of General Circulars issued between 2020 and 2024.

Details of the Postal Ballot Process
The Board of Directors of Peria Karamalai Tea decided at its meeting on 26th May 2025 to seek shareholder consent via postal ballot for this related party transaction. The process was carefully designed to comply with:

• Section 110 and Section 108 of the Companies Act, 2013

• Companies (Management and Administration) Rules, 2014

• Relevant SEBI Listing Regulations

• Secretarial Standards (SS-2) issued by the Institute of Company Secretaries of India

Key steps in the process included:

• Dispatch of Postal Ballot Notice on 30 May 2025.

• Remote e-voting window open from 31 May 2025 (9:00 am) to 29 June 2025 (5:00 pm).

• Cut-off date of 23 May 2025 to determine eligible shareholders.

• Appointment of Central Depository Services (India) Limited (CDSL) as the e-voting agency.

• Appointment of M/s Vinod Kothari & Company, Practicing Company Secretary, as the Scrutinizer to ensure fairness and transparency.

• Publication of advertisements in Business Standard (English) and Ekdin (Bengali) newspapers to inform shareholders.

The Resolution and Its Importance
The Special Business presented to shareholders was the approval of a material related party transaction with Maharaja Shree Umaid Mills Limited, a related party under the Listing Regulations.

The resolution text authorized the Board to enter into a Scheme of Amalgamation with Maharaja Shree Umaid Mills Limited, wherein Placid Limited (a group company holding 17.43% in Maharaja Shree Umaid Mills) would merge into the latter.

Key details:

• The transaction involved issuing new equity shares of Maharaja Shree Umaid Mills Limited (approx. Rs. 515 crores).

• The swap ratio was determined based on an independent valuation report.

• The transaction was designed to be at arm’s length and in line with regulatory requirements.

Such related party transactions can significantly impact minority shareholders, making transparent disclosure and approval essential.

Scrutinizer's Report and Results
M/s Vinod Kothari & Company carefully scrutinized the e-voting results. The results were formally declared on 1 July 2025 at the Registered Office of the Company in Kolkata.

Key highlights from the results:

• Participation across all shareholder categories (promoter, public institutions, public non-institutions).

• Voting conducted entirely electronically for maximum convenience.

• Overwhelming support with votes in favor far exceeding votes against.

• The ordinary resolution was passed with requisite majority, confirming shareholder approval.

This transparent process reassured investors that all statutory procedures were meticulously followed.

Regulatory and Governance Significance
Filing the minutes of the postal ballot with the National Stock Exchange ensures Regulation 30 compliance under SEBI (LODR) Regulations, 2015.

Regulation 30 mandates disclosure of material events and information to the stock exchange. By submitting these minutes, Peria Karamalai Tea:

• Demonstrates commitment to high standards of corporate governance.

• Ensures equal access to important company decisions for all investors.

• Strengthens investor confidence in the company’s management practices.

Role of MCA General Circulars
The process also reflects adherence to MCA General Circulars (from 2020 to 2024) that permitted postal ballots and e-voting for special and ordinary business during COVID and beyond.

These circulars emphasized:

• Remote participation to ensure safety and inclusion.

• Electronic voting to maintain quorum and decision-making even in pandemic conditions.

• Transparency in decision-making processes.

Peria Karamalai Tea’s postal ballot process is a textbook example of compliance with these guidelines.

Impact on Stakeholders
For minority shareholders, this process ensures their voice is heard in approving significant transactions that could impact the company’s future.

For regulators, it shows the company’s commitment to fair play and disclosure.

For the company itself, it safeguards against potential conflicts of interest and legal challenges.

For the market, it strengthens the credibility of the Indian corporate governance framework.

Conclusion
Peria Karamalai Tea’s filing of the minutes of its postal ballot resolution for approving a material related party transaction with Maharaja Shree Umaid Mills Limited is a clear demonstration of transparent, well-governed corporate conduct.

By meticulously following SEBI, MCA, and Companies Act provisions, the company has reinforced its commitment to:

• Protecting shareholder interests.

• Maintaining market integrity.

• Building investor trust.

Such filings, while routine on the surface, are essential safeguards for India’s capital markets, ensuring that even complex related party transactions are executed fairly, transparently, and with full shareholder consent.

Peria Karamalai Tea thus sets a strong example of responsible corporate governance for other listed companies in India.

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