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Indo Count Industries Ltd AGM Information 2018

Sep 11, 2018

61460_rns_2018-09-11_57ff2e7f-00be-4368-8838-4e33341fb161.pdf

AGM Information

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11th September, 2018

BSE Limited Department of Corporate Services Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street. Mumbai - 400 001

The National Stock Exchange of India Limited Listing Department Exchange Plaza, Bandra Kurla Complex, Bandra (East) Mumbai - 400 051

Scrip Code: 521016

Company Symbol: ICIL

Dear Sir.

Sub: Summary of proceedings of 29th Annual General Meeting held on 11th September, 2018

The 29th Annual General Meeting (AGM) of the members of Indo Count Industries Limited (The Company) was held on Tuesday, 11th September, 2018 at 12.30 P.M. at Hotel Vrishali Executive, Conference Hall, 39 A/2 Tarabai Park, District Kolhapur - 416003, Maharashtra.

Pursuant to Regulation 30(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 ("Listing Regulations") read with Para A of Part A of Schedule III of the Listing Regulations, please find enclosed herewith Summary of proceedings of the 29th Annual General Meeting of Indo Count Industries Limited ("Company") held on Tuesday, 11th September, 2018

This is for your information and record.

Thanking You,

Yours truly

For Indo Count Industries Limited

Amruta Avasare Company Secretary

Encl: A/a

INDO COUNT INDUSTRIES LIMITED

Head Office: 301, Arcadia, III Floor, Nariman Point, Mumbai - 400021 Maharashtra, India | T 91 22 4341 9500 | F 91 22 2282 3098 Marketing Office: 25, Vardhaman Industrial Complex, Gokul Nagar, Thane (W) - 400601 Maharashtra, India | T 91 22 4151 1800 | F 91 22 2172 0121 Home Textile Division : T3, Kagal - Hatkanangale Five Star, MIDC Ind. Area, Kolhapur - 416216 Maharashtra, India | T 91 231 662 7900 | F 91 231 662 7979 Spinning Division : D1, MIDC, Gokul Shirgson, Kohlapur - 416234 Maharashtra, India T 91 231 268 7400 F 91 231 267 2161

Regd. Office : Office No. 1, Plot No.266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Dist. Kolhapur - 416109 Maharashtra, India | T 91 230 3292933 | F 91 230 2483279 CIN L72200PN1988PLC068972 E [email protected] W www.indocount.com

Summary of proceedings of the 29th Annual General Meeting of Indo Count Industries Limited

  • The 29th Annual General Meeting (AGM) of the members of Indo Count Industries Limited (The Company) was held on Tuesday, 11th September, 2018 at 12.30 P.M. at Hotel Vrishali Executive, Conference Hall, 39 A/2 Tarabai Park, District Kolhapur - 416003, Maharashtra.

  • Mr. Anil Kumar Jain, Executive Chairman chaired the meeting.

  • $\triangleright$ The requisite quorum being present, the Chairman called the meeting to order.

  • Dr. (Mrs.) Vaijavanti Pandit, Independent Director, Mr. Kailash R. Lalpuria, Executive Director, Mr. Kamal Mitra, Director (Works), Mr. Dilip Kumar Ghorawat, Chief Financial Officer and Mrs. Amruta Avasare, Company Secretary were present for the meeting. The Chairman thereafter introduced all the Directors present on the Dias.

  • Total 62 shareholders (including proxies) attended the AGM as per the records of Attendance Register.

  • With the consent of the members present, the Notice of the Annual General Meeting dated 3rd August, 2018 was taken as read.

  • The Chairman informed the members that there were no qualifications, emphasis of matter or adverse remarks in the Standalone and Consolidated Auditors' Report and Secretarial Audit Report for the year ended 31st March, 2018, hence, Independent Auditor's Reports (Standalone and Consolidated) were not read at the Meeting.

  • Mr. Anil Kumar Jain, Executive Chairman delivered speech.

  • The Chairman informed the shareholders present to seek clarifications and/ or offer comments on any items of businesses, if any. Certain queries asked by the shareholders were duly replied.

The following items of the business / the resolutions as per the notice of AGM dated 3rd August, 2018 were transacted/taken up at the meeting.

ORDINARY BUSINESS:

Ordinary Resolutions

    1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2018 together with the reports of the Board of Directors and Auditors thereon.
    1. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2018. IND

INDO COUNT INDUSTRIES LIMITED

Head Office: 301, Arcadia, III Floor, Nariman Point, Mumbai - 400021 Maharashtra, India | T 91 22 4341 9500 | F 91 22 2282 8098 Marketing Office: 25, Vardhaman Industrial Complex, Gokul Nagar, Thane (W) - 400601 Maharashtra, India | T 91 22 4151 1800 | F 91222172 012 Home Textile Division : T3, Kagal - Hatkanangale Five Star, MIDC Ind. Area, Kolhapur - 416216 Maharashtra, India | T 91 231 662 7900 | F 91231 662 793 Spinning Division : D1, MIDC, Gokul Shirgaon, Kohlapur - 416234 Maharashtra, India | T 91 231 268 7400 | F 91 231 267 2161

Regd. Office : Office No. 1, Plot No.266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Dist. Kolhapur - 416109 Maharashtra, India | T 91 230 3292933 | F 91 230 2483275 CIN L72200PN1988PLC068972 | E [email protected] | W www.indocount.com

    1. To confirm the paymentof Interim Dividendof Re.0.40/- per EquityShareof facevalue of Rs. 2/- eachmade during FinancialYear2017-1S.
    1. To declare Final Divicend of Re.0.40/- per Equity Shareof face value of Rs. 2/- each for the FinancialYearended 31" March.201S.
    1. To appoint a Directo' in place of Mr. Mohit Anilkumar Jain(DIN: 01473966).who retires by rotation and being eligible,offers himselffor the re-appointment.
    1. Ratificationof appointment of StatutoryAuditors

"RESOLVEDTHAT pursuant to the provisions of Section 139. 142 and any other applicable provisionsof the CompaniesAct. 2013 readwith Companies(Audit and Auditors) Rules.2014 inc.ludingany statuto}' amendment(s)thereof, the appointment of M/s. SureshKumarMittal & Co, Chartered Accountants(Firm RegistrationNo. S00063N).as the Statutory Auditors of the Company, to hold office from the conclusion of the Twenty Ninth Annual General Meeting till the conclusionof the Thirtieth Annual GeneralMeeting. be and is hereby ratified on such remunerationasmay be decided by the Boardof Directorsof the Company:

SPECIALBUSINESS

  1. Ordinary Resolution:Appointment of Mr. Kaila.shR.lalpuria as a Directorof the Company.

"RESOLVEDTHAT pursuant to the provisions of Section 152 and any other applicable provisionsof the CompaniesAct. 2013 rAct"} and the rulesmade thereunder (including any statutory modification(s) or re-enactment(s)thereof for the time being in force} and the Articles of Associaticn of the Company Mr KailashR. LaJpuria(DIN: 00059758)who was appointed as an Additional Director of the Companyw.eJ. 4th May. 2018 and who holds office upto the date of this Annual General Meeting {,AGM,}.and in respect of whom the Company has received a notice in writIng from a member under Section 160 of the Act proposing his candidature for the office of a Director be and is hereby appointed as a Directorof the Company,liableto retire by rotation:

S. SpecialResolution:Appointment of Mr. KailashR. lalpuria as an ExecutiveDirector of the Company

"RESOLVEDTHATin accordancewith the provisions of sections196. 197. 203 and all other applicable provisionsof the CompaniesAct. 2013 ('the Act") read with ScheduleV thereto and the Companies(Appointment and Remunerationof ManagerialPersonnel)Rules.2014 (including any statutory modification(s) or re-enactment(s)thereof for the time being in force). SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the recommendationof Nomination and RemunerationCommittee and approval of the Board,consert of the membersof the Company be and is hereby accorded for the appointment of Mr. KailashR. lalpuria (DIN:00(59758)as a Whole- TimeDirector designated as "ExecutiveOirectcr" of the Company for a period of 3 yearsw.eJ. 4'h May. 2018 at the remuneration and other terms and conditions as set out below.with liberty to the Board of Directors(hereinafterreferred to as "the Board")to alter and vary the terms and conditions including remuneration as it may deem fil. subject to the same not exceeding the limits

specified under Section 197 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

(A) Salary and Perquisites

Basic Salary: Rs. 6,80,000/- p.rn. with an annual increment as may be approved by the Nomination and RemunerationCommitteeand the Boardof Directors.

Perquisitesand Allowances

CategoryI

    1. HouseRentAllowance Upto 50%of the BasicSalary.
    1. SpecialAllowance-- upto SO%of the basicsalary
    1. ServantAllowance,MedicalAllowance,or any other Allowanceas may be decided by the Board- Upto 45%of BasicSalary.
    1. Chauffer Driven Company Car for both business and personal use. Fuel cost, repairs, maintenanceand operating and running expensesfor the car.
  • S. Telephone,Mobile & other Communicationfacilities,computers,laptops at the Residence for official purpose and expensesincurredthereof.
    1. LeaveTravelAllowance(LTA)- As per the policy of the Companyfor ExecutiveChairman/ ManagingDirector/ Whole-TimeDirectorsof the Company.
    1. TravellingExpenses- As per the policy of the Companyfor Directorsof the Company.
    1. Medical I Health Insurance- As per the Medical Insurancepolicy of the Company for Executive Chairman I Managing Director / Whole-Time Directors of the Company. Further, if any other group insurance policies are taken in future, premium of the said policy for Mr. KailashR. Lalpuriashallbe borne by the Company.

Categoryn

TheCompany'scontribution to ProvidentFund,SuperannuationFundor Annuity Fund.to the extent these singly or together are not taxable under the Income Tax Act, 1961. gratuity payableat a rate not exceedinghalf a month's leaveshallnot be included for the purpose of computation of the overallceiling of remuneration.

B)Commission

The Commission as may be approved by the Board (or a Committee thereof) for each financial year provided overall remunerationof all ExecutiveDirectorsI Managing Director is within 10% of the Net profits of the Company, as prescribed under section 197 of the CompaniesAct, 2013readwith ScheduleV of the Act (including any statutory modification(s) or re-enactment(s)thereof for the time being in force).

RESOLVEDFURTHERTHAT any increment / revision in salary and perquisites and remunerationby wayof incentiveI bonusI ex-gratiaI perfonmancelinked incentivespayable to Mr. KailashR. talp rria during his tenure of office be determined by the Board,pursuantto the recommendation of Nomination and Remuneration Committee provided overall remunerationof all ExecutiveDirectorsI Managing Directoris within 10%of the Net profits of the Company, as prescribed under section 197 of the CompaniesAct, 2013 read with ScheduleV of the Act (including any statutory modification(s)or re-enactment(s)thereof for the time being in force);

RESOLVEDFURTHERTHAT in the case of absence or inadequacy of profits in any financial year during the tenure of office of Mr. Kailash R. lalpuria, Executive Director, total remuneration payable to him by way of salary. perquisites and other benefits shall be within the limits as specified under Section U of Part Il of Schedule Vof the Companies Act. 2013 (including any statutcry modification(s) or reenactment(s) thereof for the time being in force);

RESOLVEDFURTHERTHAT Mr. Kailash R. Lalpuria, Executive Director shall be liable to retire by rotation;

RESOLVEDFURTHERTHAT the Board and Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to this resolution."

9. Special Resolution: Appointment of Mr. Sushil Kumar Jiwarajka as an Independent Director of the Company

"RESOLVEDTHAT pu-suant to the provisions of Sections 149 and 1S2 read with Schedule IV and other applicable provisions, if any, of the Companies Act 2013 ("the Act") and the Companies (Appointment and Qualificanon of Directors) Rules, 2014 as amended from time to time and the appl cable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Sushil Kumar Jiwarajka (DIN: 0001E680), who was appointed as an Additional Independent Director of the Company w.e.! 4th May, 2018 and in respect of whom the Company has received a notice in writing from a member under Section 160of the Act proposing his candidature for the office of a Director and who meets the criteria for independence as specified in Section 149 (6) of the Companies Act 2013 and Regulation 16 (1) (b) of SEBI(listing Obligations and Disclosure Requirements) Regulations, 2015 and has submitted a declaration to that effect and who is eligible for the appointment be and is hereby appointed as a Non-Executive Independent Director of the Company not liable to retire by rotation for a second term of five consecutive years w.e.f. 4th May, 2018 to 3rd May. 2023:

10. Ordinary Resolution: Change in designation of Mr. Mohit Anilkumar Jain to '"Vice Chairman" of the Company.

"RESOLVEDTHAT pursuant to the provisions of Section 149 and 152 and other applicable provisions. if any. of the Companies Act 2013 ("the Act") read with rules made thereunder (including any statutory modification(s) or re-enactmentts) thereof, for the time being in force) and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 (including any statutory modification{s) or re-enactment(s) thereof, for the time being in force). and pursuant to the recommendation of 'jomination and Remuneration Committee and approval of the Board, consent of the members of the Company be and is hereby accorded for change in designation of Mr. Mohit Anilkurnar Jain (DIN: 01473966), from "Managing Director" to '"Vice Chairman" of the Company w.e.f. 1st July. 2018. liable to retire by rotation on such terms and conditions as specified in the Explanatory Statement;

RESOLVEDFURTHERTHAT the Board and the Key Managerial Personnel of the Company be and are hereby severally authorised to take all such steps as may be necessary, proper or expedient to give effect to this resolution:

11. Ordinary Resolution: Appointment of Dr. Sanjay Kumar Panda as an Independent Director of the Company.

"RESOLVEDTHAT pursuant to the provisions of Sections 149 and 1S2 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules,2014 as amended from time to time and the appl cable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactrnent(s) thereof, for the time being in force), Dr. Sanjay Kumar Panda (DIN: 025861':'5), who was appointed as an Additional Independent Director of the Company w.e.f 3rd August, 2018 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of a Director a-id who meets the aiteria for independence as specified in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has submitted a declaration to that effect and who is eligible "or the appointment be and is hereby appointed as a Non-Executive Independent Directo- of the Company, not liable to retire by rotation, for a term of five consecutive years w.e.f. 3'· August, 2018 to 2"" August, 2023:

12. Ordinary Resolution: Appointment of Mr. Siddharth Mehta as an Independent Director of the Company.

"RESOLVEDTHAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions. if any, of the Companies Act, 2013 ("the Actj and the Companies (Appointment and QualifKation of Directors) Rules, 2014 as amended from time to time and the applicable provisions of the Securities and exChange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Siddharth Mehta (DIN: 03072352), who was appointed as an Additional Independent Director of the Company w.e.f. 3rd August, 2018 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of a Director and who meets the criteria for independence as specified in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and has submitted a declaration to that effect and who is eligible for the appcintment be and is hereby appointed as a Non-Executive Independent Director of the Company. not liable to retire by rotation. for a term of five consecutive years w.e.f. 3rdAugust, 2013 to 2"" August, 2023:

13. Special Resolution: Continuation of existing term of Mr. Pradyumna N. Shah, Independent Director of the Company upto 15th August, 2019.

'RESOLVED THAT pursuant to the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and other applicable prcvlsions. if any of the Companies Act, 2013. approval of the members of the Company be and is hereby accorded for continuation of the existing term of Mr. Pradyumna

N. Shah (DIN: 00096793), who has attained the age of seventy five years, as the Non-Executive Independent Director of the Company upto is" August. 2019:

  1. Special Resolution : Continuation of existing term of Mr. Anand Ramanna, Independent Director of the Company upto IS'" August. 2019

"RESOLVEDTHAT pursuant to the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and other applicable provisions. if any of the Companies Act, 2013, approval of the members of the Company be and is hereby accorded for continuation of the existing term of Mr. Anand Ramanna (DIN: 00040325), who has anained the age of seventy five years, as the Non-Executive Independent Director of the Company upto 15" August, 2019:

IS. Special Resolution : Continuation of existing term of Mr. Dilip J. Thakkar, Independent Director of the Company upto 15th August. 2019

"RESOLVEDTHAT pursuant to the provIsions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and other applicable provisions. if any of the Companies Act 2013, approval of the members of the Company be and is hereby accorded for continuation of the existing term of Mr. Dilip J. Thakkar (DIN: 0007339), who has attained the age of seventy five years, as the Non-Executive Independent Director of the Company upto 15'"August. 2019:

  1. Special Resolution: Continuation of existing term of Mr. Prem Malik, Independent Director of the Company upto 15'" August. 2019

'RESOLVED THAT pursuant to the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and other applicable provisions. if any of the Companies Act, 2013, approval of the members of the Company be and is rereby accorded for continuation of the existing term of Mr. Prem Malik (DIN: 00023051), who has attained the age of seventy five years, as the Non-Executive Independent Director of the Company upto 15th August. 2019:

17. Special Resolution: Payment of Commission to Non-Executive Independent Directors of the Company

"RESOLVEDTHAT in partial modification of the resolution passed by the shareholders at the Annual General Meeling held on 2301 August, 2014 and in accordance with the provisions of section 197 and other applicable provisions, if any, of the Companies Act, 2013 ("Act''). as amended from time to time, and subject to a maximum limit as per the provisions of section 198 of the Act and in addition to the sitting fee for attending the meetings of the Board of Directors or Committees thereof, the consent of the Members be and is hereby accorded to pay a sum not exceeding one percent, per annum of the net profits of the company to the Non-Executive Independent Directors of the Company in such manner or proportion as may be directed by the Board of Directors of the Company.

RESOLVEDFURTHERTHAT the Board of Directors of the Company (including the Nomination and Remuneration Committee) be and is hereby authorised to do all acts and take all such steps as may be necessary,proper or expedient to give effect to this resolution:

The Members were further informed that:

  • The Company had provided remote e-voting facility to all Members through National Securities Depositories Limited (NSDl) platform. The remote e-voting facility was available from 9.00 a.m. on September 7, 2018 to 5.00 p.m. on September 10.2018.
  • Members who do not have access to remote e-voting facility or who could not cast their vote through remote e-voting may cast their vote through polliballot paper.
  • Mr. Shrenik Nagaonkar. Partner of Mis. PPS & Associates, Practising Company Secretaries was the Scrutinizer for remote e-voting and balloVpoll process and the votes cast through remote e-voting will be counted by the scrutinizer after the conclusion of the proceedings of thisAGM.
  • The combined result of remote e-voting & polilballot alongwith scrutinizers' report shall be uploaded on the website of the Company as well as website of NSDl and Stock Exchanges within 48 hours from the conclusion of the AGM.

Some members casted their vote through polliballot paper which were provided to them at the venue of AGM.

The meeting was concluded at 1.45 p.m.

For Indo Count Industries Limited

»: ~; 3~~ Amruta Avasare \ ' ·_;"W Company Secreta~, f:,]!:P

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