Vedant Poly Fabs formed independent board layer in March 2026

Vedant Poly Fabs Limited (Vedant Poly Fabs) formed its present independent board layer in March 2026, appointing three independent directors on March 27 and formally constituting its audit and nomination committees on April 15. The three appointees account for 50% of the company’s six-member board and all seats on both committees.

How was Vedant Poly Fabs’ board assembled?

Vedant Poly Fabs assembled its six-member board through appointments and redesignations concentrated in 2025 and 2026. As of the draft red herring prospectus, the board comprised Pankaj Kumar Maheshwari as chairman and managing director, Sujata Maheshwari as whole-time director, Sunil Bihani as executive director, and Ravi Todi, Puja Shaw and Shikha Gupta as non-executive independent directors. The company states that this composition complies with the Companies Act, 2013 and applicable provisions of the Securities and Exchange Board of India, or SEBI, Listing Obligations and Disclosure Requirements Regulations, 2015.

The most concentrated board change occurred on March 27, 2026, when Vedant Poly Fabs appointed Todi, Shaw and Gupta as additional independent directors. At an extraordinary general meeting on April 14, 2026, the company designated each as a non-executive independent director for five years beginning April 14. The three appointments mean independent directors comprise three of six board seats, while Shaw and Gupta constitute two of the board’s three women directors.

The March 2026 appointments changed the board from the preceding financial year 2025-26, when Vedant Poly Fabs says it had no non-executive independent directors and paid no sitting fees to that category. Its articles allow a board of at least three and no more than 15 directors, unless shareholders pass a special resolution to appoint more than 15. The present six-director board is therefore within the stated ordinary limit.

Who leads Vedant Poly Fabs’ executive management?

Vedant Poly Fabs is led by two promoter directors and an executive director who has also been designated chief financial officer. Pankaj Kumar Maheshwari joined the board on March 25, 2021 and became chairman and managing director effective April 1, 2026. Sujata Maheshwari joined on January 11, 2022 and became whole-time director effective April 1, 2026. The company identifies the pair, who are husband and wife, as the only disclosed family relationship among directors and key managerial personnel.

Vedant Poly Fabs states that Maheshwari handles overall operations and major negotiations and contracts, with around five years of business experience through his association with the company since March 2021. It assigns Sujata Maheshwari responsibility for sales and administration and reports approximately four years of business-operations experience. Shareholders approved both five-year appointments at the April 14, 2026 extraordinary general meeting, and both directors remain liable to retire by rotation.

Bihani became an additional executive director on July 10, 2025 and was regularised at the September 30, 2025 annual general meeting. Vedant Poly Fabs says he works across procurement, production and finance, has been associated with the company since July 2025, and has approximately one year of overall experience. His director profile says the April 14, 2026 extraordinary general meeting designated him chief financial officer effective that date, while his appointment-terms disclosure states that the chief financial officer role took effect on April 1, 2026.

The disclosed annual remuneration for Maheshwari is Rs 12 lakh, with board-approved increases capped at Rs 18 lakh; Sujata Maheshwari’s remuneration is Rs 11 lakh, capped at Rs 15 lakh; and Bihani’s remuneration is Rs 6 lakh, capped at Rs 9 lakh. In financial year 2025-26, Vedant Poly Fabs reported compensation of Rs 11 lakh each for Maheshwari and Sujata Maheshwari and Rs 4.50 lakh for Bihani. The company reports no performance-linked bonus or profit-sharing plan for directors.

What independent oversight has Vedant Poly Fabs created?

Vedant Poly Fabs placed all three independent directors on both its audit committee and nomination and remuneration committee on April 15, 2026. Todi chairs the audit committee, while Gupta chairs the nomination and remuneration committee; Shaw is a member of both. As a result, independent directors hold 100% of the three seats on each of those two committees.

The audit committee was constituted under Section 177 of the Companies Act, 2013, and its charter covers financial reporting, financial statements, auditor appointment and remuneration, related-party transactions, internal financial controls and risk management. The committee’s recommendations on financial management, including the audit report, are binding on the board under the disclosed terms. If the board does not accept a recommendation, Vedant Poly Fabs says its reasons must be included in board-meeting minutes and communicated to shareholders.

The audit committee must meet at least four times each year, with no more than 120 days between two meetings and at least two independent directors present. The nomination and remuneration committee, constituted under Section 178 of the Companies Act, must meet at least once annually, with at least one independent director forming part of its quorum. Vedant Poly Fabs also lists a stakeholders’ relationship committee and an IPO committee, making four disclosed board committees.

The company describes the three independent directors’ experience as centred on compliance, secretarial practice and legal affairs. Todi is a qualified company secretary with 10 years of corporate-compliance and secretarial-practice experience; Shaw is a qualified company secretary with seven years in those fields; and Gupta has 20 years of secretarial, corporate and legal experience. Vedant Poly Fabs also says it did not enter into arrangements with major shareholders, customers, suppliers or other third parties under which directors or senior management were selected.

What does Vedant Poly Fabs’ new board structure mean?

Vedant Poly Fabs’ disclosures show that the independent board layer and its principal oversight committees were put in place in March and April 2026. The company says that specified SEBI Listing Regulations, including Regulations 17 through 27, were not applicable at the draft prospectus date because its issue was being made under Chapter IX of the SEBI Issue of Capital and Disclosure Requirements Regulations. It nevertheless says it has complied with the Companies Act, 2013 and SEBI listing requirements to the extent applicable.

The disclosed division of responsibilities places the promoter-led executive team in management roles and the independent directors in audit and remuneration oversight roles. This framework will depend on the committees carrying out their published functions, particularly review of financial reporting, related-party transactions, internal controls and the use of funds raised through an issue. The source does not provide evidence of committee meetings or decisions before their April 15, 2026 constitution.

Vedant Poly Fabs approved sitting fees of Rs 5,000 for each non-executive independent director per board or committee meeting under an April 15, 2026 board resolution, subject to an annual maximum of Rs 75,000 per director. The company may also reimburse actual and reasonable expenses as permitted by law. It states that no loans had been provided to directors as of the draft prospectus date and that executive directors had no contingent or deferred compensation outside their disclosed remuneration.

A shareholder special resolution dated April 14, 2026 authorised the board to borrow up to Rs 150 crore, excluding temporary bank loans taken in the ordinary course of business. That authority was granted under Section 180(1)(c) of the Companies Act, 2013. The audit committee’s stated remit includes reviewing loans, advances, investments, guarantees and security arrangements, linking the committee’s mandate to this borrowing authority.

Conclusion

Vedant Poly Fabs moved from having no non-executive independent directors in financial year 2025-26 to a six-member board in which three independent directors occupy every seat on the audit and nomination and remuneration committees. The promoter directors’ April 2026 redesignations, Bihani’s chief financial officer appointment and the committee formations together formalised the company’s current management and oversight structure.

The next disclosed milestones are the committees’ planned meeting schedules and Vedant Poly Fabs’ undertaking to continue complying with applicable requirements under the Companies Act, 2013 and SEBI Listing Regulations. The two disclosed effective dates for Bihani’s chief financial officer designation, April 1 and April 14, 2026, also remain a matter for subsequent company disclosure to clarify.