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FERMENTA BIOTECH LIMITED Proxy Solicitation & Information Statement 2024

Feb 16, 2024

60716_rns_2024-02-16_139a49fa-bb90-409d-916b-cbc4d7abc651.pdf

Proxy Solicitation & Information Statement

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F.No.:908

February 16, 2024

Corporate Relations BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001

Dear Sir,

Sub: Postal Ballot Notice - Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

Ref: Scrip Code 506414

Pursuant to Regulation 30 of Listing Regulations, we hereby submit the Postal Ballot Notice dispatched to the members of the Company on February 16, 2024 whose names appeared in the Register of Beneficial Owners maintained by the depositories or in the Register of Members as on cut-off date i.e. Wednesday, February 14, 2024. The Postal Ballot Notice dated February 12, 2024 shall also be available on the website of the Company at www.fermentabiotech.com

This is for your information and record.

Thanking you,

Yours faithfully,

For Fermenta Biotech Limited

SRIKANT NATH Digitally signed by SRIKANT NATH SHARMA SHARMA Date: 2024.02.16 18:03:54 +05'30'

Srikant Sharma Company Secretary & Vice President (Legal) Membership No. FCS3617

Enclosure : Postal Ballot Notice dated February 12, 2024

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FERMENTA BIOTECH LIMITED

Corporate Identification Number (CIN): L99999MH1951PLC008485

Registered Office: A -1501, Thane One, DIL Complex, Ghodbunder Road, Majiwade, Thane (West) – 400 610, Maharashtra, India Tel: +91-22-6798 0800/888 • Fax: +91-22-6798 0899 Email: [email protected] • Website: www.fermentabiotech.com

Postal Ballot Notice Pursuant to Section 110 of the Companies Act, 2013

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Section 108 and 110 and all other applicable provisions, if any, of the Companies Act, 2013 (“ Act ”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and the General Circular No. 09/2023 dated September 25, 2023 read with the General Circular No. 14/2020 dated April 8, 2020 and General Circular No. 17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs (collectively referred to as “ MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and other applicable provisions, of the Act, rules, regulations, circular and notification (including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and the provisions of the Articles of Association of Fermenta Biotech Limited (“ Company ” or “FBL” ), the resolution as set out hereunder is proposed for approval of the Members of the Company by way of Postal Ballot through remote e-voting, i.e. voting through electronic means (“ Remote e- Voting ”) in accordance with the framework provided in MCA Circulars and other statutory provisions as mentioned hereinabove and additional facility as mentioned in the notes to this Notice (“ Postal Ballot ”). The instructions regarding Remote e-Voting and other relevant information are provided in the notes to this Notice. An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to and forming part of the resolution below setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice.

SPECIAL BUSINESS:

1. Appointment of Mr. Pradeep M. Chandan (DIN: 00200067) as an Independent Director of the Company.

To consider and if thought fit, to pass the following resolution as a Special Resolution through Postal Ballot:

“RESOLVED THAT, pursuant to the provisions of Sections of 149, 150 and 152 of the Companies Act, 2013 (‘Act’) read with Schedule IV and other applicable provisions of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 made thereunder (including any statutory modification(s) or re-enactment thereof from time to time), Regulation 17 and applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), in accordance to the provisions of the Articles of Association of the Company, and the Nomination and Remuneration Policy of the Company, and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors respectively, Mr. Pradeep M. Chandan (DIN: 00200067) who holds office as an Additional Director of the Company up to the date of the next general meeting in terms of Section 161 of the Act or for a period of three months from the date of appointment in terms of Regulation 17(1C) of Listing Regulations, whichever is earlier, and who qualifies for being appointed as an Independent Director, and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a first term of 3 (Three) consecutive years with effect from February 12, 2024.

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RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be deemed necessary to give effect to this resolution.”

By Order of the Board of Directors of Fermenta Biotech Limited

February 12, 2024 Thane

Srikant N. Sharma Company Secretary Membership No: FCS - 3617

Registered Office: A-1501, Thane One, DIL Complex, Ghodbunder Road, Majiwade, Thane (W) – 400 610, Maharashtra, India

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 1

The members are hereby informed that the Board of Directors approved the appointment of Mr. Pradeep M. Chandan (DIN: 00200067) as an Additional Director (in the capacity of Independent Director) with effect from February 12, 2024 in terms of Section 161 of the Companies Act, 2013 (‘ Act ’) and his appointment as an Independent Director under the Act and Listing Regulations is subject to approval by the members of the Company.

Mr. Pradeep M. Chandan is a graduate in Commerce & Law from Mumbai University and a Fellow Member (FCS) of the Institute of Company Secretaries of India, New Delhi. He has also undergone Management Development Program from S.P. Jain Institute of Management & Research, Mumbai. He has over 35 years of professional experience in the Corporate Sector including a remarkable 30-year tenure within multinational corporations. He has extensive domain experience/expertise in various functions including in legal, compliance, corporate governance, ESG reporting, corporate restructuring, intellectual property rights, real estate, establishing joint ventures and spearheading greenfield projects. Mr. Chandan was a Whole-time Director – Legal, General Counsel (South Asia) & Company Secretary of BASF India Ltd, a German Multinational. He was also on the Board of various BASF Group companies in South Asia. Prior to BASF, he was also associated with Britannia Industries Ltd, Bhor Industries Ltd among others and held leadership positions. He is known for strategic acumen and effective stakeholder management and recognised for delivering practical & strategic counsel in complex business scenarios.

Mr. Chandan’s competency in abovementioned areas would play an important role in overall strategic decision making process of the Company. As required under Listing Regulations and Secretarial Standards on General Meetings as specified by the Institute of Company Secretaries of India, a brief profile of Mr. Chandan is annexed to this notice as Annexure 1.

The Company has received notice under Section 160 of the Act from a member proposing Mr. Pradeep M. Chandan’s candidature for the office of Director on the Board of Directors of the Company. Mr. Chandan has given his consent to act as an Independent Director and has made necessary declarations and disclosures including declaration as to his independence as required under provisions of the Act and Listing Regulations including confirmation under Regulation 25(8) of the Listing Regulations that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director without any external influence. Further, he is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act, nor debarred from holding the office of a director by virtue of any SEBI order or any other such authority. He has also provided registration and exemption certificate (i.e. he is not required to pass online proficiency self-assessment test) issued by Indian Institute of Corporate Affairs.

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On recommendation of the Nomination and Remuneration Committee of the Company and in the opinion of the Board, Mr. Chandan fulfils conditions specified in the Act and the rules made thereunder and Listing Regulations and he is independent of the management of the Company and, thereby, is eligible for appointment as an Independent Director.

Considering the above and in compliance with Section 149, 150 and 152 read with Schedule IV and Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Act and of Listing Regulations including Regulation 17, it is proposed to appoint Mr. Chandan as a director, designated as an Independent Director, on the Board of Directors of the Company, not liable to retire by rotation, for a term of 3 (Three) consecutive years, effective from February 12, 2024.

A copy of the draft Letter of Appointment for Mr. Pradeep M. Chandan, setting out the terms and conditions, shall be made available for inspection by the members as set out under ‘Documents for inspection’ in the Notes to this Notice.

Except Mr. Pradeep M. Chandan, being an appointee, none of the directors, key managerial personnel or their relatives is interested in the resolution.

The Board of Directors of the Company recommends resolution 1 of this Notice for approval of the members of the Company, as Special Resolution.

By Order of the Board of Directors of Fermenta Biotech Limited

February 12, 2024 Thane

Srikant N. Sharma Company Secretary Membership No: FCS - 3617

Registered Office: A-1501, Thane One, DIL Complex, Ghodbunder Road, Majiwade, Thane (W) – 400 610, Maharashtra, India

Enclosure:

  • (i) Notes to the Postal Ballot Notice including Annexure 1 and Annexure 2; and (ii) Postal Ballot Form.

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Notes:

  1. Pursuant to section 102 of the Companies Act, 2013 (“ Act ”) read with Secretarial Standard on General Meetings, the explanatory statement pertaining to the resolution, stating the material facts and the reasons thereof, is set out below for your consideration.

  2. The profile of the Director recommended for appointment through Postal Ballot under item no. 1 of the Notice, as required by Listing Regulations and Secretarial Standard on General Meetings as specified by the Institute of Company Secretaries of India, is furnished herewith along with the Notice of Postal Ballot of the Company. The necessary statutory consent(s) and declaration(s) have been received by the Company from the Director for his appointment.

  3. Resolution passed by members with requisite majority, by way of Postal Ballot through Remote e-Voting shall be deemed to have been passed at a general meeting of the members convened on that behalf.

  4. In compliance with the provisions of Section 108 of the Act and the Rules framed thereunder read with Regulation 44 of Listing Regulations read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Company is pleased to provide the facility of Remote e-Voting, through LIIPL i.e. Link Intime India Private Limited to exercise votes on the item of business given in this Notice, to members holding shares as on Wednesday, February 14, 2024 (“Cut-Off Date”) fixed for determining the members who shall be eligible to receive the notice and to ascertain voting rights of such members entitled to participate in the Postal Ballot through Remote e-Voting process. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the Cut-Off Date. Members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall only be considered eligible to cast their votes and convey their assent or dissent to the proposed resolution. Any person who is not a member of the Company as on the CutOff Date should treat this Notice for information purposes only.

  5. In compliance with the MCA Circulars, the Postal Ballot Notice along with the instructions regarding Remote e- Voting is being sent by electronic mode only, to those members whose names appear in the Register of Members / list of Beneficial Owners, maintained by the Company / Depositories as at close of business hours on Cut-Off Date, and whose e-mail IDs are registered with the Depository Participants (DPs) or with the Company or its Registrar and Transfer Agent as on the Cut-Off Date. Members who have not registered their e-mail IDs may follow the instructions given in these Notes for registering their e-mail addresses. Newspaper advertisement regarding dispatch of Postal Ballot Notice shall be published as per statutory requirements.

  6. As per the MCA Circulars, physical copies of the Postal Ballot Notice, Postal Ballot Forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot. Members are requested to provide their assent or dissent through Remote e-Voting and such additional facility as mentioned in the Postal Ballot Notice.

  7. A copy of the Postal Ballot Notice is available on the website of the Company at www.fermentabiotech.com, website of BSE Limited at www.bseindia.com and on the website of our Remote e-Voting agency i.e. LIIPL’s e- Voting website at https://instavote.linkintime.co.in/

  8. All documents referred to in this Notice will be available for inspection by the Members at the registered office of the Company, in accordance with the provisions of the Act, without any fee, from the date of circulation of the Postal Ballot Notice up to the closure of the voting period. Members desirous of inspecting the documents referred to in the Notice may send their requests in advance to [email protected] from their registered e-mail addresses mentioning their name(s), folio numbers/DP ID and Client ID, between the period i.e. Saturday, February 17, 2024 (9.00 a.m. IST) and Sunday, March 17, 2024 (5.00 p.m. IST).

  9. To support the ‘Green Initiative’, members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.

  10. Members of the Company as on the Cut-Off Date (including those members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in

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relation to the above resolution in accordance with the process specified in this Postal Ballot Notice. A member cannot exercise his vote by proxy on Postal Ballot.

11. The Remote e-Voting period:

The Remote e-Voting period:
Commences on Saturday, February 17, 2024 (9.00 a.m. IST)
Ends on Sunday, March 17, 2024 (5.00 p.m. IST)

During this period, members of the Company, holding shares either in physical form or in dematerialised form as on Cut-Off Date may cast their votes through Remote e-Voting facility and such additional facility as mentioned in the Postal Ballot Notice. Once the vote on a resolution is cast by the member, the same shall not be allowed to change subsequently. The Remote e-Voting will be blocked by Sunday, March 17, 2024 (5.00 p.m. IST) immediately thereafter and will not be allowed beyond the said date and time.

  1. The Board of Directors of the Company at its meeting held on February 12, 2024 has appointed Mr. V. N. Deodhar (Membership No. FCS 1880), V. N. Deodhar & Co., Practising Company Secretaries, as Scrutinizer for conducting the Postal Ballot voting through Remote e-Voting and such additional facility as mentioned in the Postal Ballot Notice in a fair and transparent manner. He has communicated his willingness for such appointment.

  2. The Scrutinizer will submit his report to the Chairman or any other person authorised by the Chairman, after the completion of scrutiny and the results of the voting by Postal Ballot through Remote e-Voting process and additional facility will be announced by the Chairman, or such authorised person, within two working-days of conclusion of Postal Ballot through Remote e-Voting i.e. on or before Tuesday, March 19, 2024. The Scrutinizer’s decision on the validity of the Remote e-Voting (including additional facility as mentioned in the Postal Ballot Notice) shall be final and binding.

  3. The voting results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.fermentabiotech.com and on the website of LIIPL https://instavote.linkintime.co.in immediately after the results are declared as aforesaid, and the same shall be communicated to BSE Limited. The results shall also be displayed on the notice board at the Registered Office of the Company.

  4. The Resolution, if approved by the requisite majority by Postal Ballot through Remote e-Voting and additional voting facility, shall be deemed to have been passed on Sunday, March 17, 2024, i.e. the last date specified for receipt of votes by Postal Ballot through Remote e-Voting process and additional voting facility.

16. Process for those members whose e-mail ids are not registered with the Depositories/the Company for procuring user id and password and registration of e-mail ids for Remote e-Voting for the resolution set out in this Postal Ballot Notice:

Registration of email addresses with LIIPL: Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by sending the ISR ‐ 1 form ‐ duly filled and signed, mentioning the name and address of the member, self attested copy of the PAN card, and self ‐ attested copy of identity document (e.g.: Driving License, Election Identity Card, Passport etc.) in support of the address of the member. Members holding shares in dematerialised mode are requested to register/ update their email addresses with relevant depository participants.

  1. The details of the process and manner for Remote e-Voting are annexed herewith as Annexure 2 : ‘Remote e- Voting Instructions for shareholders’.

  2. In case members have any queries or issues regarding Remote e-Voting, they may refer the Frequently Asked Questions (“FAQs”) and Remote e-Voting manual available under “Help” section at https://instavote.linkintime.co.in/

  3. For the convenience and larger participation of members in voting, the Company is providing an additional facility to download the Postal Ballot Form from the Company’s website https://fermentabiotech.com/annual-report.php Such members may send duly completed and signed Postal Ballot Form so as to reach the Scrutinizer appointed by the Board of Directors of the Company, Mr. V. N. Deodhar (Membership No. FCS 1880), V. N. Deodhar & Co.,

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Practising Company Secretaries, at Unit: Fermenta Biotech Limited, C/o. Link Intime India Private Limited, C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai – 400 083, Maharashtra, India not later than Sunday, March 17, 2024 (5.00 p.m. IST). Postal Ballot Form(s) received after the said date and time shall be treated as invalid. The charges for dispatch of Postal Ballot Form(s) shall be borne by the member. A member can opt for only one mode of voting i.e. either through Remote e-Voting or by Postal Ballot Form. If a member casts votes by both modes, then voting done electronically through LIIPL’s electronic portal shall be considered and the Postal Ballot Form shall be treated as invalid. The decision of the Scrutiniser on the validity of the Postal Ballot Form shall be final.


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Annexure 1

Details of Director seeking appointment as required under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings:

Name of the Director Mr. PradeepM. Chandan
DIN 00200067
Date of Birth / Age February22, 1962(61years)
Nationality Indian
Date of the first appointment on
the Board
February 12, 2024
Terms
and
Conditions
of
Appointment
Appointment as an Independent Director for a period of 3 (three) consecutive
years, not liable to retire by rotation, with effect from February 12, 2024 to
February 11, 2027 (both days inclusive). Other terms and conditions will be as
per the formal Letter of Appointment to be issued bythe Company.
Remuneration proposed to be
paid
Sitting fees for attending each meeting of the Board / Committees. Commission
as may be determined by the Board of Directors of the Company for each of the
Financial Years within the limits prescribed under the Companies Act, 2013 and
Listing Regulations and approved by the members. Nomination and
Remuneration Policyof the Companyshallgovern the remuneration.
Remuneration
last
drawn
(includingsittingfees, if any)
Not applicable
Relationship with other Directors,
Manager and Key Managerial
Personnel of the Company
NIL
Qualification(s)
Company Secretary from the Institute of Company Secretaries of India

LLB and B. Com. graduate from Mumbai University

Management Development Program from S.P. Jain Institute of Management
& Research, Mumbai
Experience and expertise in the
specific functional area
Over 35 years of professional experience in the corporate sector including a
remarkable 30-year tenure within multinational corporations.
Mr. Chandan has extensive expertise in various functions including in legal,
compliance, corporate governance, ESG reporting, corporate restructuring,
intellectual property rights, real estate, establishing joint ventures and
spearheading greenfieldprojects.
Skills and capabilities required for
the role and the manner in which
the
proposed
Independent
Director meets such requirements
Please refer to the Explanatory Statement.
List
of
Directorship
in
other
companies
Simpliprocure Private Limited
Directorshipin listed entities Fermenta Biotech Limited
List
of
Membership/
Chairmanship of Committees of
other companies
NIL
Listed entities from which the
Director has resigned in the past
threeyears
BASF India Limited
Number of shares held in the
Company
NIL
Number of meetings of the Board
attended during the Financial
Year 2023-24
Not Applicable

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Annexure 2

Remote e-Voting Instructions for shareholders

As per the SEBI master circular dated July 11, 2023, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

  • b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.

  • c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User who have not registered for NSDL IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided with Login ID and password.

  • d) After successful login, click on “Access to e-voting”.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

  • a) Visit URL: https://www.evoting.nsdl.com/

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

  • d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – If registered with CDSL Easi/Easiest facility

Users who have registered for CDSL Easi/Easiest facility.

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com.

  • b) Click on New System Myeasi

  • c) Login with user id and password

  • d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

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OR

Users who have not registered for CDSL Easi/Easiest facility.

  • a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided Login ID and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

  • a) Visit URL: https://www.cdslindia.com/

  • b) Go to e-voting tab.

  • c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.

  • c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.

  • d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Visit URL: https://instavote.linkintime.co.in

  1. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable. C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

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D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

  • Set the password of your choice (The password should contain minimum 8 characters, at least one special

  • Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  • Click “confirm” (Your password is now generated).

  • Click on ‘Login’ under ‘SHARE HOLDER’ tab.

  • Enter your User ID, Password, and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

  1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon . 2. E-voting page will appear.

  2. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  3. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

  • f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) Click on “Investor Mapping” tab under the Menu Section

  • c) Map the Investor with the following details:

  • a. ‘Investor ID’ -

    • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

    • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .

  • b. ‘Investor’s Name - Enter full name of the entity.

  • c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

  • d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

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  • d) Click on Submit button and investor will be mapped now.

  • e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) Click on ‘Votes Entry’ tab under the Menu section.

  • c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.

  • d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

  • e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution ' file link).

  • f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.

  • g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) You will be able to see the notification for e-voting in inbox.

  • c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.

  • d) Download sample vote file from ‘Download Sample Vote File’ option.

  • e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.

  • f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by
sending a request [email protected] call at : 022 - 4886 7000 and
022 - 2499 7000
Individual
Shareholders
holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk by
sending a request [email protected] contact at toll
free no. 1800 22 55 33

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Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholder holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*) , at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the

password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’

o Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*) , at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the

password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Remote e-Voting Instructions for shareholders issued by InstaVote Support Desk Link Intime India Private Limited


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FERMENTA BIOTECH LIMITED

Corporate Identification Number (CIN): L99999MH1951PLC008485

Registered Office: A -1501, Thane One, DIL Complex, Ghodbunder Road, Majiwade, Thane (West) – 400 610, Maharashtra, India Tel: +91-22-6798 0800/888 • Fax: +91-22-6798 0899 Email: [email protected] • Website: www.fermentabiotech.com

POSTAL BALLOT FORM

(To be sent, duly filled and signed to the Scrutinizer appointed by the Company.)

(Please read the “Instructions” printed overleaf carefully before completing this form.)

Sr.No.:

1. Name and Registered Address of the
Sole / First named Shareholder
:
2. Name of the Joint Holder(s), if any :
3. Registered Folio No. / DP ID and Client
ID No
:
4. Number of Equity Shares held :

I / We hereby exercise my / our vote in respect of Resolution set out in the Postal Ballot Notice dated February 12, 2024 by sending my / our assent or dissent to the said Resolutions by putting the tick (√) mark at the appropriate box below:

Sr.
No.
Description No. of shares I/ We assent to
the Resolution
I/ We dissent to
the Resolution
1. Appointment of Mr. Pradeep M. Chandan
(DIN: 00200067) as an Independent Director
of the Company.

Place : Date :

Signature of the Member

Note : For e-voting, please refer “Remote e-Voting Instructions for shareholders” in the Notice.

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INSTRUCTIONS

Process and manner for members opting to vote by using the Postal Ballot Form:

  1. This Postal Ballot Form is provided for the benefit of members who do not have access to Remote e-Voting facility to enable them to send their assent or dissent by post.

  2. A member can opt for only one mode of voting i.e. either by Postal Ballot Form or through Remote e-Voting. If a member casts votes by both modes, then voting done electronically through Link Intime India Private Limited’s (LIIPL) electronic portal shall be considered, and the Postal Ballot Form shall be treated as invalid. The decision of the Scrutiniser on the validity of the Postal Ballot Form shall be final.

  3. For detailed instructions on Remote e-Voting, please refer to the Notes (including Annexure 2) appended to the Postal Ballot Notice.

  4. The Scrutinizer will collate the votes downloaded from the Remote e-Voting system and votes received through Postal Ballot Forms to declare the final result for the Resolution forming part of the Postal Ballot Notice.

  5. As per the relevant MCA Circulars, physical copies of the Postal Ballot Notice, Postal Ballot Forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot. However, for the convenience and larger participation of members in Remote e-Voting, the Company is providing an additional facility to download the Postal Ballot Form from the Company’s website https://fermentabiotech.com/annual-report.php Such members may send duly completed and signed Postal Ballot Form so as to reach the Scrutinizer appointed by the Board of Directors of the Company, Mr. V. N. Deodhar (Membership No. FCS 1880), V. N. Deodhar & Co., Practising Company Secretaries, at Unit: Fermenta Biotech Limited, C/o. Link Intime India Private Limited, C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai – 400 083, Maharashtra, India not later than Sunday, March 17, 2024 (5.00 p.m. IST). Postal Ballot Form received after the said date and time shall be treated as invalid. The charges for dispatch of Postal Ballot Form shall be borne by the member.

  6. The Postal Ballot Form should be signed by the member as per the specimen signature registered with the Company/ Depository Participants. In case of joint holding, the Postal Ballot Form should be completed and signed by the first named member and in his/ her absence, by the next named joint holder. There will be one Postal Ballot Form for every Folio/ Client ID irrespective of the number of joint holders.

  7. For shares held by companies/ entities, duly completed Postal Ballot Form should be accompanied by a certified true copy of the Board Resolution/ Authorization Letter together with attested specimen signature(s) of the duly authorized representative(s).

  8. Votes should be cast in case of each resolution, either in favour or against by putting tick mark in the column provided for assent/dissent. Members may partially enter any number in “FOR” and partially in “AGAINST” but the total number in “FOR/AGAINST” taken together should not exceed the member's total shareholding. If the member does not indicate either “FOR” or “AGAINST” in relation to any resolution, it will be treated as “ABSTAIN” for that resolution and the shares held will not be counted.

  9. The voting rights of the members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Wednesday, February 14, 2024 (“Cut-off date”) as per the Register of Members of the Company and as informed to the Company by the Depositories in case of Beneficial Owners.

  10. Voting period commences on Saturday, February 17, 2024 (9.00 a.m. IST) and ends on Sunday, March 17, 2024 (5.00 p.m. IST). Duly completed Postal Ballot Forms should reach the Scrutinizer not later than Sunday, March 17, 2024 (5.00 p.m. IST). Postal Ballot Form received after this date will be treated as invalid.

  11. Unsigned, incomplete, improperly or incorrectly tick marked Postal Ballot Forms will be rejected. A Postal Ballot Form will also be rejected if it is received torn, defaced or mutilated to an extent which makes it difficult for the Scrutinizer to identify either the member or the number of votes or as to whether the votes are in favour or against or if the signature cannot be verified.

  12. The Scrutinizer's decision on the validity of a Postal Ballot Form shall be final.

  13. Except as otherwise mentioned herein, members are requested not to send any other paper along with the Postal Ballot Form in the envelope as all such envelopes will be sent to the Scrutinizer and any other paper found in such envelope would be destroyed by him. Members are also requested not to write anything on the Postal Ballot Form except giving their assent or dissent and putting their signature and other required details.

  14. The results of the voting shall be declared on or before Tuesday, March 19, 2024. The results declared, along with the Scrutinizer's Report, shall be placed on the Company's website www.fermentabiotech.com, on the website of LIIPL at https://instavote.linkintime.co.in and communicated to BSE Limited where the Company’s shares are listed.

  15. Members may address their query(ies) to Mr. Srikant Sharma, Company Secretary, at the Registered Office of the Company, Tel: 022 6623 0800 or by e-mail to [email protected]


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