Indo Count Industries Ltd — AGM Information 2020

Jul 6, 2020

July 6, 2020

National Stock Exchange of India Limited

Listing Department, Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051.

BSE Limited

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

Company Symbol: ICIL Scrip Code No.: 521016

Dear Sir/Madam,

Sub: Public Notice & Newspaper Advertisement -31 st AGM of the Company to be held through Video Conferencing (VC) / Other Audio Visual Means (OAVM) on July, 30, 2020

In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has, vide its Circular dated 5th May, 2020, read with Circulars dated 8th April, 2020 and 13th April, 2020 (collectively referred to as "MCA Circulars"), permitted the holding of the Annual General Meeting ("AGM") through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a common venue. As intimated to the stock exchanges on July 5, 2020, Thirty-first (31st) Annual General Meeting (AGM) of Indo Count Industries Limited ("the Company") will be held on Thursday, July 30, 2020 at 12:30 p.m (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) in compliance with aforesaid MCA circulars and applicable SEBI circular.

In terms of the General Circular No. 20 of 2020 dated May 5, 2020 issued by the Ministry of Corporate Affairs (MCA), the Company has given public notice by way of advertisement in newspapers viz. Business Standard (All India editions) in English Language, Pudhari (Kolhapur Edition) in Marathi language and Times of India (Kolhapur Edition) in English language published on July 6, 2020 informing about 31st AGM of the Company and other details as per said MCA circular.

In terms of the provisions of Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the copies of following newspaper publications published on July 6, 2020:

• 1. Business Standard (All India editions) in English Language
• 1. Pudhari (Kolhapur Edition) in Marathi language
• 1. Times of India (Kolhapur Edition) in English language

Shareholders who have still not registered their e-mail ID/Bank details are requested to get their e-mail ID/bank details registered as follows:

• The Members of the Company holding Equity Shares of the Company in physical Form and who have not registered their email / bank details can get the same registered with Link Intime India Pvt Ltd, by clicking the link: https://linkintime.co.in/emailreg/email\_register.html in their website www.linkintime.co.in at the Investor Services tab by choosing the E mail/Bank Registration heading and follow the registration process as guided therein.
• The Members of the Company holding equity shares of the Company in dematerialized form are requested to register their e-mail address / bank details with respective Depository

Indo Count Industries Ltd

Head Office: 301, Arcadia, 3rd Floor, Nariman Point, Mumbai - 400 021, Maharashtra, India; T: 0224341 9500, F: 022 2282 3098 Marketing Office: Dosti Imperia, 2nd floor, Manpada, Ghodbunder Road, Thane (w) - 400 607, Maharashtra, India; T: 022 4151 1800, F 022 2172 0121 Home Textile Division: T3, Kagal - Hatkanangale Five Star, MIDC Ind. Area, Kolhapur - 416216, Maharashtra, India; T: 0231 6627900, F. 0231 6627979 Spinning Division: D1, MIDC, Gokul Shirgaon, Kolhapur - 416234, Maharashtra, India; T: 0231 2687400, F: 0231 2672161 Regd. Office: Office No.1, Plot No. 266, Village Alte, Kumbhoj Road,Taluka Hatkanangale, Dist. Kolhapur - 416 109, Maharashtra, India; T: 0230 2463100 I 2461929 CIN: L72200PN1988PLC068972, E: info@indocoun!.com, W: www.indocount.com

Participant by following the procedure prescribed by the Depository Participant. However, for temporary registration of email id, the above process can be followed by shareholders holding shares in demat form.

The newspaper advertisements can also be accessed at the website of the Company www.indocount.com.

Kindly take the same on record.

Thanking you, Yours faithfully, For Indo Count Industries Limited

Amruta Avasare Company Secretary & Compliance Officer Membership No.: ACS 18844

Encl: A/a

Indo Count Industries Ltd

Head Office: 301, Arcadia, 3rd Floor, Nariman Point, Mumbai - 400 021, Maharashtra, India; T: 0224341 9500, F: 022 2282 3098 Marketing Office: Dosti Imperia, 2nd floor, Manpada, Ghodbunder Road, Thane (w) - 400 607, Maharashtra, India; T: 022 4151 1800, F 022 2172 0121 Home Textile Division: T3, Kagal - Hatkanangale Five Star, MIDC Ind. Area, Kolhapur - 416216, Maharashtra, India; T: 0231 6627900, F. 0231 6627979 Spinning Division: D1, MIDC, Gokul Shirgaon, Kolhapur - 416234, Maharashtra, India; T: 0231 2687400, F: 0231 2672161 Regd. Office: Office No.1, Plot No. 266, Village Alte, Kumbhoj Road,Taluka Hatkanangale, Dist. Kolhapur - 416 109, Maharashtra, India; T: 0230 2463100 I 2461929 CIN: L72200PN1988PLC068972, E: info@indocoun!.com, W: www.indocount.com

Email: icilinvestors@indocount.com | Website: www.indocount.com

NOTICE TO THE MEMBERS WITH RESPECT TO 31^ST ANNUAL GENERAL MEETING

NOTICE is hereby given that the 31^* Annual General Meeting ("AGM") of the members of Indo Count Industries Limited ("the Company") will be held on
Thursday, July 30, 2020 at 12.30 p.m. (IST) through Video Conferencing 'VC") or other Audio Visual Means ("OAVM"), to transact the business as se out in the Notice of the AGM which will be emailed to the members of the Company.

In view of the continuing Novel Coronavirus (COVID-19) pandemic, social
distancing is a norm to be followed and Ministry of Corporate Affairs ("MCA") has vide its General Circular No. 20/ 2020 dated 5^*May, 2020, read with Genera Circular No. 14/ 2020 dated 8^*April, 2020 and General Circular No. 17/ 2020 dated 13"April, 2020 (collectively referred to as "said Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the members at a common venue. Accordingly, in ompliance with the applicable provisions of the Companies Act, 2013 ("Act" read with the said aforesaid Circulars and Securities and Exchange Board o ndia (Listing Obligations and Disclosure Requirements) Regulations, 2019 ("SEBI Listing Regulations"), the 31"AGM will be held through VC/ OAVM and he members can attend and participate in this AGM through VC/OAVM only.

The VC/OAVM facility is being availed by the Company from National Securitie Depository Limited ("NSDL"). The instructions for attending the AGM through VC/OAVM will be provided in the Notice of the AGM and attendance of the members through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

Electronic Copy of 31" AGM Notice and Annual Report 2019-20

In accordance with the aforesaid MCA circulars and SEBI Circular dated 12 May, 2020, the Notice of the 31*AGM along with the Annual Report for the Financial Year 2019-20 ("Annual Report") will be sent only by electronic mode to those members whose email addresses are registered with the Company Depository Participants. The Notice of the 31*AGM and Annual Report 2019-20 will also be available on the website of the Company at www.indocount.com and websites of BSE Limited and National Stock Exchange of India Limited i.e a www.bseindia.com & www.nseindia.com, respectively and also on the website of NSDL at www.evoting.nsdl.com.

Appeal to members to Register their E-mail ID

Shareholders who have still not registered their e-mail ID are requested to get their e-mail ID registered as follows

1. Shareholders holding Shares in Physical Mode: Such Shareholders are
   requested to register their e-mail ID with the Registrar and Transfer Agent of the .
   Company, viz., Link Intime India Private Limited ("Link Intime")on its website (at www.linkintime.co.in )at web-link below
   https://linkintime.co.in/EmailReg/Email_Register.html. Once the link is clicked, nembers are requested to follow the procedure as will be prompted by the system.

2. Shareholders holding Shares in Dematerialized Mode are requested to register their e-mail ID with the relevant Depository Participant(s). For temporary registration, the procedure in point no: 1 as mentioned above can be followed

In case of any queries / difficulties in registering the e-mail address Shareholders may write to Link Intime at rnt.helpdesk@linkintime.co.in or to the Company at icilinvestors@indocount.com

Remote E-voting, E-voting at AGM and manner of procuring login id and password

The Company is providing the facility of 'remote e-voting' for all Members of the Company to enable them to cast their votes electronically, on all resolutions nentioned in the notice of the 31"Annual General Meeting ("AGM") of the Company and for e-voting during the proceeding of the AGM (collectively
referred as "e-voting"). The Company has engaged the services of Nationa Securities Depository Limited ("NSDL"), for providing the e-voting facility to the members of the Company. The instructions for e-voting by members holding shares in physical form, dematerialized form and those members who have not registered their email ids will be provided in the Notice of the AGM.

hareholders whose Email IDs are already registered with the

Business standard(All edition) Date: 6/7/2020

Depository, are requested to follow the Instructions for e-voting as will be provided in the Notice of the AGM. Shareholders whose Email IDs are not egistered with the Company/ Depository Participants, are requested to follow below process for procuring User ID and Password for e-voting

a) In case shares are held in physical mode, please provide signed scan copy of equest letter mentioning Folio No., Name of shareholder, along with PAN (self attested scan copy of PAN card), self-attested scan copy of Aadhar Card/any other address proof by email to Link Intime India Private Limited, Registrar & Transfer Agent at rnt.helpdesk@linkintime.co.in

B) In case shares are held in demat mode, please provide signed scan copy o request letter mentioning DPID-CLID, Name, along with PAN (self-attested scan copy of PAN card), self-attested scan copy of Aadhar Card/any other address proof by email to Link Intime India Private Limited, Registrar & Transfer Agent at nt.helpdesk@linkintime.co.in.

C) Alternatively member may send an e-mail request to evoting@nsdl.co.in fo obtaining User ID and Password by proving the details mentioned in Point (a) o (b) as the case may be.

Final Dividend and Record date:

The Shareholders may note that the Board of Directors, at its Meeting held on lune 12 2020, has recommended a Final Dividend of 30% (Thirty per cent The Case of State Paise Only) per Equity Share of Face Value of Rs. 10/- (Rupees Ten Only)] for the Financial Year ended March 31, 2020, subject to the approva of the Shareholders at the AGM. The Dividend, if declared at AGM, will be paid to the members whose names appear in the Register of Members of the Company as on Record date i.e. Thursday, July 23, 2020 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL), as the beneficial owners as on that date.

Manner of Payment of Dividend, if declared at the AGM:

The Dividend, if approved by the Shareholders at the AGM, will be paid electronically hrough various online transfer modes to those Shareholders who have updated thei ank account details with the Company's Registrar and Share Transfer Agent Depository Participants. For Shareholders who have not updated their bank account details, Dividend Warrants / Demand Drafts will be sent to their registered addresse once the postal facility is available and normalcy is restored. To receive the dividend directly into their bank account, Shareholders who have not yet registered bank details are requested to register their Bank details (e.g. name of the bank and the branch, bank account number, 9 digits MICR number, 11 digit IFS Code and the nature of account along with a copy of cancelled cheque with Company/RTA by clicking or
https://linkintime.co.in/EmailReg/Email_Register.html. Once the link is clicked nembers are requested to follow the procedure as will be prompted by the system.

hareholders holding shares in dematerialized form are requested to provide the saic details to their respective Depository Participants.

Tax on Dividend, if declared at the AGM:

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of Shareholders with effect from April 1, 2020. The Company shall therefore be required
to deduct tax at source at the applicable rates at the time of making the payment of the said Final Dividend, if declared at the AGM. The TDS rate may vary depending on the esidential status of the shareholder and the documents submitted by the sharehold and accepted by the Company in accordance with the provisions of the Income Act and according to the applicable rates for various categories, the Shareholders are requested
to refer to the Finance Act, 2020 and amendments thereof. Shareholders can also visi Company's website www.indocount.com for the communication on TDS on dividend orm 15G/15H/10F are available on the website of Link Intime India Private Limited The same can be downloaded from Link Intime's website a Antipartymous contract the Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contra https://linktime.co.in/formsreg/submission-of-form-15g-15h.html, by 20^thJuly 2020 in der to enable the Company to determine and deduct appropriate TDS / Withholding Tax. Incomplete and/or unsigned forms and declarations will not be considered by the Company. No communication/documents on the tax determination / deduction shall be onsidered post 20^th July, 2020. All communications/ queries in this respect should be addressed to our RTA. Link Intime India Private Limited to its email address ndocountdivtax@linkintime.co.in or to the Company to its email address cilinvestors@indocount.com.

By order of the Board of Directors
For Indo Count Industries Limited
Sd/-
Amruta Avasare

Date: 5^th July, 2020 Place : Mumbai

Company Secretary

₩ पुढारी

स्थेतः icilinvestors@indocount.com

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माजण्यात वहूल.
२०१९ - २० अपनि सर्वसाधारण सभेच्या सूचनेची इलंकट्रामिक प्रेत आल्फ जाननान, ३०व्या
२०१९- उपरोल्लेखित एमसीए परिपत्रके आणि सेबी परिपत्रक दि. १२ मे २०२० च्या अनुषंगाने, ३०व्या
बार्षिक अवंसाधारण सभेची सूचना आणि आ

आहे आणि तसेच नौएसई लिनिटेड आणि नॅशनल स्टॉक एक्स्पेंज ऑफ इंडिया लिमिटेडच्या www.
Dseeindia.com आणि www.nseindia.com आणि एसएसडीएलली नेबसाईट www.
सदस्यांनी त्योंचे मैसेल आपको नॉडवियन्सब आहे.
सदस्यांनी त्योंचे मैसेल आपको

inkintime.co.in/EmailReg/LmailReg/substitution
$\overline{R}$ from the steading technical results of the steading technical frequency of the steading steading from a control of the steading state of the steading of a control

आलेल्या आहेत.
करण्यात 'कंपनी/हिंग्शीहटरी यांचेकडे यापूर्वीच ई मेल आयडी नोंदणी असलेल्या भागधारकांना विनंती
करण्यात येते की त्यांनी एजीएम सूचनेमध्ये दिलेल्या ई-मतदानाकरिताच्या सूचनांचे पालन कराये.
कंपनी/हिंगोंडिक्टी पार्टीस

आह का त्याना इ-मतदानाकारता युजर आयडा आाण पासवड ामळावण्यासाठा खालाल प्राक्रय
अवलंबावी-
भागशरकाचे नाव, पॅन (पॅनकार्डची स्कॅन केलेली स्वाश्रमणित प्रतारे, त्यावर फोलिओ क्र.
भागशरकाचे नाव, पॅन (पॅनकार्डची स्कॅन केलेली स्वप्नम

रजिन्दूसः आणि ट्रान्सफर एजंट यांना rnt.helpdesk@linkintime.co.on येथे ईमेलने
पाठवाये.
अत्र व्या शेश्वर्स डेमिंट स्वरूपात असल्यास, कृपया स्वाक्षरी केलेल्या विनंती पत्रावी स्कॅनेक्ट्री केलेला के लेलेली प्रवास करीतों
अत्र

संस्थितश्च (इंग्लंग) ग्लोम-ड राज्य कर सम्मान के स्वरूप :
अलिंदग्धास्त्री जाहीत क्रमवात मेहेल.
एजीएमास्त्री जाहीत क्रास्त्रावात के संस्था को स्वरूप के अपनी रजिस्ट्रार आणि शेअर ट्रान्सकर पर्याप्राप्त विविध
प्रजीताईटी पार्ट

के सम्मानः अदृश्योगा किसी आहे की त्यांनी प्रणालीहरे दिल्या जाणाना याद्वित सूचनांचे पाल
के सम्मानः अदृश्योगा किसी आहे की त्यांनी प्रणालीहरे दिल्या जाणाना याद्वित सूचनांचे सत्त्व
के स्वामी स्वतं के साहित्यां के अपनी अधिक

इंडो काऊंट इंडस्ट्रीज लिमिटेड करिता सही अमृता अवसारे
कंपनी सचिव

दिनांक : ०५ जुलै २०२०
ठिकाण : मुंबई

Kolhapur Edition
6 July, 2020 Page No. 7
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Pudhari (Kolhapur Edition) Date - 6/7/2020

Times of India (Kolhapur Edition) Date - 6/7/2020

osal to the elderable owards the is that the fects in the	The Company is providing the facility of 'remote e-voting' for all Members of the Company to enable them to cast their votes electronically, on all resolutions mentioned in the notice of the 31"Annual General Meeting ("AGM") of the Company and for e-voting during the proceeding of the AGM (collectively referred as "e-voting"). The Company has engaged the services of National Securities Depository Limited ("NSOL"), for providing the e-voting facility to the members of the Company. The instructions for e-voting by members holding
in respect presented of the said	shares in physical form, dematerialized form and those members who have not registered their email ids will be provided in the Notice of the AGM. Shareholders whose Email IDs are already registered with the Company!
ansferable ige, lease,	Depository, are requested to follow the instructions for e-voting as will be provided in the Notice of the AGM. Shareholders whose Email IDs are not registered with the Company/ Depository Participants, are requested to follow below process for procuring User ID and Password for a voting
heritance, er nature in timate the within 10 hich it shall	a) In case shares are held in physical mode, please provide signed scan copy of request letter mentioning Folio No., Name of shareholder, along with PAN (self- attested scan copy of PAN card), self-attested scan copy of Aadhar Card/any other address proof by email to Link Intime India Private Limited. Registrar & Transfer Agent at mt.helpdesk@linkintime.co.in
sim, if any, d to issue eservation rour of the Pvt. Ltd. er no such	B) in case shares are held in demat mode, please provide signed scan copy of request letter mentioning DPID-CLID, Name, along with PAN (self-attested scan copy of PAN card), self-attested scan copy of Aadhar Card/any other address proof by email to Link Intime India Private Limited, Registrar & Transfer Agent at mi.helpdesk@linkintime.co.in.
d.	C) Alternatively member may send an e-mail request to evoting@nadi.co.in for obtaining User ID and Password by proving the details mentioned in Point (a) or (b) as the case may be.
ate	Final Dividend and Record date:
spartment noitand 11005	The Shareholders may note that the Board of Directors, at its Meeting held on June 12, 2020, has recommended a Final Dividend of 30% (Thirty per cent) [Rs. 0.60 (Stxty Paise Only) per Equity Share of Face Value of Rs. 10/- (Rupees Ten Only)] for the Financial Year ended March 31, 2020, subject to the approval
ng 97 Arr by Unique	of the Shareholders at the AGM. The Dividend, if declared at AGM, will be paid to the members whose names appear in the Register of Members of the Company as on Record date i.e. Thursday, July 23, 2020 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the boneficial owners as on that date.
Navin R	Manner of Payment of Dividend, if declared at the AGM:
lity Space	The Dividend, if approved by the Ehareholders at the AGM, will be paid electronically through various online transfer modes to those Shareholders who have updated their
owners of bias bene 3.08.2018 property rporation In lieu of s that the	bank account details with the Company's Registrar and Share Transfer Agent / Depository Participants. For Shareholders who have not updated their bank account details, Dividend Warrants / Demand Drafta will be sent to their registered addresses once the postal facility is available and normalcy is restored. To receive the dividend directly into their bank account, Shareholders who have not yet registared bank details. are requested to register their Bank details (e.g. name of the bank and the branch, bank account number, 9 digits MICR number, 11 digit IFS Code and the nature of account) along with a copy of cancelled cheque with Company/RTA by clicking on https://linkintime.co.in/EmailReg/Email_Register.html. Once the link is clicked. members are requested to follow the procedure as will be prompted by the system.
cts in the n respect	Shareholders holding shares in dematerialized form are requested to provide the said details to their respective Depository Participants.
presented	Tax on Dividend, if declared at the AGM:
f the said nsferable	Pursuant to Finance Act 2020, dividend income will be taxable in the hands of Shareholders with effect from April 1, 2020. The Company shall therefore be required to deduct tax at source at the applicable rates at the time of making the payment of the
je, lease, eritance. nature in	said Final Dividend, if declared at the AGM. The TDS rate may vary depending on the residential status of the shareholder and the documents submitted by the shareholders and accepted by the Company in accordance with the provisions of the Income Act. 1961. For the applicable rates for various categories, the Shareholders are requested
mate the within 10 ch it shall	to refer to the Finance Act, 2020 and amendments thereof. Shareholders can also visit Company's website www.indocount.com for the communication on TDS on dividend Form 15G/15H/10F are available on the website of Link Intime India Private Limited.
m. If any. I to issue servation	The same can be downloaded from Link Intime's website at https://www.linkintime.co.in/client-downloads.html, On this page select the General tab. The documents (duly completed and signed) are required to be uploaded at https://linktime.co.in/formsreg/submission-of-form-15g-15h.html by 20"July 2020 in
our of the through n and/or	order to enable the Company to determine and deduct appropriate TDS / Withholding Tax: Incomplete and/or unsigned forms and declarations will not be considered by the Company. No communication/documents on the tax determination / deduction shall be considered post 20" July, 2020. All communicational queries in this respect should be addressed to our RTA. Link tritime India Private Limited to its email address indocountdivtaxselinkintime.co.in or to the Company to its email address kilinyestora@indocount.com

By order of the Board of Directors