FDC Ltd. — AGM Information 2019

Sep 27, 2019

MANUFACTURERS & EXPORTERS OF FOODS, DRUGS & CHEMICALS

September 27, 2019

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001

National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

Ref.: BSE Scrip Code: 531599 and NSE Symbol - FDC

Sub.: Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 - Proceedings of Annual General Meeting (AGM) held on September 27, 2019.

Dear Sir I Madam,

This is to inform you that 79th Annual General Meeting of the members of FDC Limited was held on Friday, September 27, 2019 at 10.00 a.m. at WelcomHotel Rama International, R-3, Chikalthana, Aurangabad - 431 210. The proceedings of the meeting are enclosed herewith.

Further, the voting results of the poll ordered at the Annual General Meeting and remote evoting facility opted by the Members, will be forwarded separately on declaration of voting results, in the format prescribed under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, within the stipulated time.

Kindly take the above on record.

Thanking you,

Vars'f:wrrani Katre Company Secretary Encl: a/a

• 142-48, S. V. Road, Jogeshwari (W), Mumbai - 400 102. INDIA Tel.: +91-22-6291 7900 I 950 I 2678 0652 I 2653 I 2656 • Fax : +91-22-2677 3462 E-mail : fdc@fdcindia.com •Website: www.fdcindia.com · B-8, M.l.D.C. Industrial Area, Waluj - 431 136, Dist. Aurangabad. INDIA Tel.: 0240-255 4407 I 255 4299 I 255 4967 • Fax : 0240-255 4299 E-mail: waluj@fdcindia.com • CIN · L24239MH1940PLC003176

REGISTERED OFFICE

CORPORATE OFFICE

FDC Limited No.

SUMMARY OF PROCEEDINGS OF 79TH ANNUAL GENERAL MEETING

The 79th Annual General Meeting (AGM) of the Members of FDC Limited was held on Friday, September 27, 2019 at 10.00 a.m. at WelcomHotel Rama International, R-3, Chikalthana, Aurangabad - 431210.

Directors Present:

CA, Uday Kumar Gurkar Mr. Mohan A. Chandavarkar Mr. Nandan M. Chandavarkar Mr. Ashok A. Chandavarkar Mr. Ameya A. Chandavarkar Ms. Nomita R. Chandavarkar CA. Swati S. Mayekar

Ms. Usha Athreya Chandrasekhar

Mr. M. G. Parameswaran Dr. Mahesh Bijlani

In Attendance:

CA; Sanjay Jain CS. Varsharani Katre CA. Mayur Bajaj Mr. Akshay Shah

• Chairman of the Board & Independent Director
• Managing Director
• Joint Managing Director
• Wholetime Director
• Wholetime Director
• Wholetime Director
• Independent Director
  • (Chairperson Audit Committee)
  • Independent Director
• (Chairperson Stakeholders Relationship Committee)
• Independent Director
• Independent Director
• Chief Financial Officer
• Company Secretary
• Representative of BSR & Co. LLP, Statutory Auditors
• Representative of M/S. Sanjay Dholakia and Associates, Practising Company Secretaries, Secretarial Auditor and the scrutinizer for the purpose of remote e-voting and voting at the AGM

Members present in person or through proxy

1. Promoter and Promoter Group - 9

2. Public- 35

CA. Uday Kumar Gurkar, Chairman of the Board took the Chair and welcomed the Members. He also introduced respected dignitaries on the dais.

Before taking up with AGM proceedings, members were requested to observe 2 minute silence in the memory and honour of Late Mr. Vinod Yennemadi, who passed away on zo" July, 2019. He was an Independent Director on the Board till 31st March, 2019. The Members prayed to the Almighty to grant peace to the departed soul and the courage and strength to the bereaved family.

As the requisite quorum was present, the Chairman called the meeting to order.

FDC Limited No.

The Statutory Registers and the Proxy Register and all other inspection documents related to the agenda items of AGM were available at the venue of the Annual General Meeting ("AGM") for inspection of Members.

With the consent of Members, the Notice of the zs" AGM, the Directors' Report and Audited Financial Statements of the Company for the financial year ended March 31, 2019 were taken as read.

The Chairman informed the Members that there were no qualifications, observations or comments mentioned in the Auditors' report. For the information of Members, the said report was read out by Ms. Varsharani Katre, Company Secretary.

Thereafter, the Chairman delivered hls speech on the performance of the Company during the Financial Year 2018-19 and expected business in 2019-20.

He also expressed his gratitude to all the Stakeholders for their unrelenting dedication, support and commitment to the Company.

The Chairman then took up the following resolutions as set out in the Notice of the 79th AGM.

Sr. No.	Particulars	Resolutions (Ordinary/ Special)
1.	Adoption of the Audited Standalone and ConsolidatedFinancial Statement of the Company for the FinancialYear ended March 31, 2019 together with the Reportsof the Board of Directors and Auditors thereon	Ordinary Resolution
2.	Re-appointment of Ms. Nomita R. Chandavarkar whoretires by rotation and being eligible, offers herself forreappointment	Ordinary Resolution
3.	Re-appointment of Mr. Nandan M. Chandavarkar asJoint Managing Director.	Ordinary Resolution
4.	Re-appointment of Mr. Ameya A. Chandavarkar as anExecutive Director of the Company and designate himas 'Chief Executive Officer (CEO) -InternationalBusiness & Executive Director'	Ordinary Resolution
5.	Re-appointment of Ms. Nomita It Chandavarkar as anExecutive Director.	Ordinary Resolution
6.	of CA.Mayekar asanSwatiRe-appointmentIndependent director of the Company.	Special Resolution
7.	GanesanofMr:MelarkodeAppointmentParameswaran (DIN:- 00792123) as a Non-ExecutiveIndependent director of the Company.	Ordinary Resolution
8.	Appointment of Ms. Usha Athreya Chandrasekhar(DIN:- 06517876)as a Non-Executive Independentdirector of the Company.	Ordinary Resolution
9.	Appointment of Dr. Mahesh Bijlani (DIN: 0008447258)Non-Executive Independent director of theas aCompany.	Ordinary Resolution

FDC Limited No.

10.	Ratification of Remuneration payable to the CostAuditors for the Financial Year 2019 - 2020.	Ordinary Resolution
11.	Approval of cancellation of 3,14,500 Forfeited EquityShares and transfer of amount lying to CapitalReserves.	Ordinary Resolution

All the above resolutions were duly proposed and seconded by the Members present. Thereafter, the Chairman invited the members to put forth their queries and suggestions.

The Management provided necessary clarifications and addressed the queries raised by the Members.

Thereafter, the Chairman informed the Members that pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder and the Listing Regulations, the Company had provided electronic voting facility (remote e-voting) to the members to cast their votes electronically on all resolutions set out in the Notice of zs" AGM. He further informed that the remote e-voting commenced on Tuesday, September 24, 2019 at 09.00 a.m. (IST) and concluded on Thursday, September 26, 2019 at 05.00 p.m. (IST).

He informed the Members that the facility for voting by Poll was made available to the Members present at the AGM and who could not cast their vote through remote e-voting. Further the Company had appointed M/S. Sanjay Dholakia and Associates, Practising Company Secretaries, as the Scrutinizers for the purpose of scrutinizing the process of remote e-voting and Poll voting at the AGM.

He further informed the Members that the consolidated Scrutinizer's Report containing results of remote e-voting and poll voting shall be intimated to the Stock Exchanges and uploaded on the Company's website i.e. www.fdcindia.com and Sharex Dynamic Private Limited within the stipulated time.

The Chairman thanked the members for attending the AGM and declared the meeting as concluded.

The scrutinizers' report was received on zv" September, 2019 and accordingly all the resolutions as set out in the notice of the AGM were declared as approved with requisite majority.

The meeting concluded at 10.58 a.m. after the members cast their votes by Poll.

Varsfiarani Katre