Indo Count Industries Ltd — AGM Information 2020

Jul 8, 2020

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8[th] July, 2020

National Stock Exchange of India Ltd. BSE Limited Listing Department Department of Corporate Services Exchange Plaza, Floor 25, Phiroze Jeejeebhoy Towers Bandra-Kurla Complex, Dalal Street, Bandra (East), Mumbai 400 051 Mumbai - 400 001 Company Symbol: ICIL Scrip Code No.: 521016

Sub.: Notice of 31[st] Annual General Meeting

Dear Sir/Madam,

We are enclosing herewith notice of Thirty First (31[st] ) Annual General Meeting (AGM) of Indo Count Industries Limited (“the Company”) to be held on Thursday, July 30, 2020 at 12:30 p.m. (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM).

The said notice is also available on the website of the Company at www.indocount.com.

Kindly take same on record.

Yours faithfully, For Indo Count Industries Limited

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Amruta Avasare Company Secretary & Compliance Officer Membership No.: A18844 Encl.: A/a

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INDO COUNT INDUSTRIES LIMITED

CIN: L72200PN1988PLC068972

Registered Office: Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, District Kolhapur-416109, Maharashtra Tel No: (0230) 2463100/2461929

Website: www.indocount.com; E-mail: icilinvestors@indocount.com

NOTICE

31[ST] ANNUAL GENERAL MEETING

Notice is hereby given that the Thirty First (31[st] ) Annual General Meeting 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”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

2. a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2020 together with the Reports of the Board of Directors and the Auditors thereon; and

3. b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2020 together with the Report of the Auditors thereon.

4. To declare Final Dividend of Re. 0.60/- per Equity Share of face value of ` 2/- each for the Financial Year ended March 31, 2020.

5. To appoint a Director in place of Mr. Kailash R. Lalpuria (DIN: 00059758), who retires by rotation and being eligible, offers himself for the re-appointment.

By Order of the Board of Directors of INDO COUNT INDUSTRIES LIMITED

Amruta Avasare Company Secretary Membership No: A18844

Date: June 12, 2020 Place: Mumbai

AGM NOTICE 1

NOTES:

1. 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 May 5, 2020, read with General Circular No. 14/ 2020 dated April 8, 2020 and General Circular No. 17/ 2020 dated April 13, 2020 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the members at a common venue.

2. Accordingly, in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) read with the aforesaid MCA Circulars and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the 31[st] AGM is being held through VC/ OAVM and the members can attend and participate in this AGM through VC/ OAVM.

3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held through VC / OAVM pursuant to the aforesaid MCA Circulars, read with Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 (“said SEBI Circular”) issued by the Securities and Exchange Board of India (“SEBI”), physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed to this Notice.

4. In terms of the provisions of Section 112 and 113 of the Act read with the aforesaid MCA Circulars Institutional / Corporate Shareholders (i.e. other than individuals, HUF, NRI etc.) are entitled to appoint their authorized representatives to attend the AGM through VC/ OAVM on their behalf and participate thereat, including cast votes by electronic means (details of which are provided separately in this notice). Such Corporate Members are requested to refer ‘General Guidelines for Shareholders’ provided in “Page no 7” of the notice, for more information.

5. The attendance of the Members at the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

6. The members, seeking any information with regard to the accounts or any matter to be placed at the AGM or having any questions in connection with

the matter placed at AGM, are requested to send email to the Company on or before July 26, 2020, on agm@indocount.com. The same will be replied suitably.

1. Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 on General Meetings, brief profile and other details of Mr. Kailash R Lalpuria, Director retiring by rotation are provided in the “Annexure I” to this Notice.

2. Those Shareholders whose email IDs are not registered can get their Email ID registered by following procedure as mentioned in “Annexure II” in this notice. Further, for registration / updation of Bank details shareholders can refer the “Annexure II” of this notice.

3. In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting (“AGM”) held on August 21, 2017, M/s. Suresh Kumar Mittal & Co., Chartered Accountants (Firm Registration No. 500063N) were appointed as the Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of the 28[th] AGM till the conclusion of 33[rd] AGM, subject to the ratification by members at every AGM. The requirement to place the matter relating to the appointment of Auditors for ratification by Members at every Annual General Meeting was omitted vide notification dated May 7, 2018, issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for the ratification of appointment of Auditors in this Notice of AGM of the Company.

4. Pursuant to the provisions of Section 72 of the Companies Act, 2013, members holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company are requested to submit Form SH -13 to the Registrar and Transfer Agent of the Company. Members holding shares in demat form may contact their respective Depository Participant (“DP”) for recording of nomination.

5. In case of joint holders attending the Meeting. Only such joint holder who is higher in the order of names will be entitled to vote.

6. Members holding shares in physical form are requested to notify any changes apart from the changes in email id and bank details can be intimated to Link Intime Private Limited at rnt.helpdesk@linkintime.co.in or to the Company at icilinvestors@indocount.com

7. Members, whether holding shares in electronic/physical mode, are requested to quote their DP ID & Client ID or Folio No. for all correspondence with the Company / RTA.

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1. The final dividend on equity shares as recommended by the Board of Directors, if approved by the members at the AGM, will be paid to those Equity Shareholders whose names appear in the Register of Members / Register of Beneficial Owners as at the close of business hours on July 23, 2020 (“Record Date”), subject to deduction of tax at source wherever applicable.

DIVIDEND

1. Payment of Dividend through electronic means:

2. (a) The Company provides the facility to the Shareholders for remittance of dividend directly in electronic mode through National Automated Clearing House (NACH). In view of the outbreak of the COVID-19 pandemic and resultant difficulties involved in dispatching of physical dividend warrants, Shareholders holding shares in physical form and desirous of availing this facility of electronic remittance are request to update their latest bank details on the given below web-link: https://linkintime.co.in/emailreg/email_register.html Shareholders holding shares in dematerialised form are requested to provide the said details to their respective Depository Participants.

3. (b) In line with the General Circular No. 20/ 2020 dated May 5, 2020 issued by the MCA, in case the Company is unable to pay the dividend to any shareholder by the electronic mode, due to nonavailability of their latest bank account details (Core Banking Solutions Enabled Account Number, 9 digit MICR and 11 digit IFSC Code), the Company shall upon normalisation of the postal services, dispatch the dividend warrant/ cheque to such shareholder by post.

4. (c) Shareholders holding shares in dematerialised form are hereby informed that the bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company / RTA cannot act on any request received directly from the Shareholders holding shares in dematerialised form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Shareholders.

5. TDS on Dividend

6. (a) Pursuant to the Income Tax Act, 1961 (“Act”), as amended by the Finance Act, 2020, dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of the shareholders. 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.

7. (b) 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 Act. The information on TDS for various categories of shareholders along with required documents are given in “ Annexure III” .

8. Unclaimed Dividends

9. In terms of Section 124 of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund (IEPF). Accordingly, the Interim Dividend for the FY 2015-16, Final Dividend for the FY 2015-16, Interim Dividend for the FY 2016-2017, Final Dividend for 2016-17, Interim Dividend for 2017-18, Final Dividend for 2017-18 and Final Dividend 2018-19 are due for transfer to IEFP in the year 2022, 2023, 2024, 2025 and 2026 respectively. Members are requested to ensure that they claim the respective dividend(s) before transfer of the said amount to IEPF. Members who have not encashed their dividend warrants for said dividend(s) are requested to contact the Company or/Registrar and Transfer Agent. Further, please note that pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘The Rules’) notified by the Ministry of Corporate Affairs effective September 7, 2016, all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more would be transferred to the Investor Education and Protection Fund (IEPF) Suspense Account.

AGM NOTICE 3

1. NRI Members are requested to:

2. a) change their residential status on return to India permanently.

3. b) furnish particulars of bank account(s) maintained in India with complete name, branch, account type, account number and address of the bank with PIN Code No., if not furnished earlier.

4. 18 As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialised form at earliest.

5. Members holding shares under different Folio Nos. in the same names are requested to apply for consolidation of folios and send relevant original share certificates to the Company’s RTA for doing the needful.

6. In compliance with MCA General Circular 20/2020 dated May 5, 2020 and SEBI Circular dated May 12, 2020, Notice of the 31[st ] AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice of AGM and Annual Report for FY 2019-20 will also be available on the Company’s website www.indocount.com and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com.

7. Members of the Company holding shares either in physical form or in Dematerialised forms as on Benpos date i.e. Tuesday, June 30, 2020 will be sent Annual Report for the financial year 2019-20 through electronic mode.

8. Members who wish to inspect statutory registers required to be made available/kept open for inspection at AGM and Relevant documents referred to in this Notice of AGM can send an email to icilinvestors@indocount.com or agm@indocount.com.

9. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice. The deemed venue for the AGM will be the Registered Office of the Company.

INSTRUCTIONS FOR REMOTE E-VOTING:

Pursuant the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2015 as amended from time to time, and Regulation 44 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing ‘remote e-voting’ facility through National Securities Depository Limited (NSDL) to all Members of the Company to enable them to cast their votes electronically, on all resolutions mentioned in the notice of the 31[st] Annual General Meeting (“AGM”) of the Company.

GENERAL INSTRUCTIONS:

• a) The remote e-voting period begins on Monday, July 27, 2020 at 9.00 a.m. (IST) and ends on Wednesday, July 29, 2020 at 5.00 p.m. (IST) . During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Thursday, July 23, 2020 may cast their votes by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting after 5.00 p.m. (IST) on Wednesday, July 29, 2020.

• b) Mr. Vikas R. Chomal, Proprietor of M/s. Vikas R. Chomal & Associates, Practicing Company Secretaries (Membership No.: ACS 24941; CP No: 12133), has been appointed as a Scrutiniser to scrutinise the remote e-voting process and e-voting at AGM in a fair and transparent manner.

• c) In accordance with Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company has fixed July 23, 2020 as the “cut-off date” to determine the eligibility to vote by remote e-voting or e-voting at the AGM. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e. July 23, 2020, shall be entitled to avail the facility of remote e-voting or e-voting at the AGM. Only those members, who will be present at the AGM through VC/ OAVM facility and who would not have cast their vote by remote e-voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the AGM.

• d) The members who have cast their vote by remote e-voting may also attend the AGM through VC/ OAVM but shall not be entitled to cast their vote again.

• e) Any person, who acquires shares of the Company and becomes a Member of the Company after sending of

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INDO COUNT INDUSTRIES LIMITED

the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

• f) The voting rights of Members shall be in proportion to their shares in the paid-up equity shares capital of the Company as on the cut-off date.

• g) The Scrutiniser shall submit his consolidated report to the Chairman within 48 hours from the conclusion of the AGM.

• h) The result declared along with the Scrutiniser’s Report shall be placed on the website of the Company at www.indocount.com and on the website of NSDL at https://www.evoting.nsdl.com and shall simultaneously be communicated to the BSE Limited and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e. July, 30, 2020.

PROCESS AND MANNER FOR MEMBERS OPTING TO VOTE THROUGH REMOTE E-VOTING:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at below link https://www.evoting.nsdl.com/

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4.	Your User ID details ar	e given below :
	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Your password details are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

AGM NOTICE 5

  - (ii) If your email ID is not registered, please follow steps mentioned below in **“process for those shareholders whose email ids are not registered”**

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. (a) Click on “ Forgot User Details/Password ?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. (b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.

6. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members

• (c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

• (d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• 9 After you click on the “Login” button, Home page of e-Voting will open

Step 2 : Cast your vote electronically on NSDL e-Voting system.

- How to cast your vote electronically on NSDL e voting system

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

2. After clicking on Active Voting Cycles, you will be able to see all the companies ‘EVEN’ in which you are holding shares and whose voting cycle is in active status.

3. Select ‘EVEN’ of “ Indo Count Industries Limited ” for which you wish to cast your vote EVEN is 113064.

4. i) Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutiniser by e-mail to csvrca@gmail.com with a copy marked to evoting@nsdl.co.in. and to the Company at agm@indocount.com

5. ii) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

6. iii) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in, contact Mr. Amit Vishal, Senior Manager – NSDL at amitv@nsdl.co.in / 022-24994360 or Ms. Pallavi Mhatre, Manager, NSDL at pallavid@nsdl.co.in/022-24994545 or Mr. Sagar Ghosalkar, Assistant Manager- NSDL at sagar. ghosalkar@nsdl.co.in / 022-24994553.

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INDO COUNT INDUSTRIES LIMITED

Process for those shareholders whose email ids are not registered with the Company/depositories for procuring user id and password for e-voting for the resolutions set out in this notice:

• 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 rnt.helpdesk@linkintime.co.in

• b) In case shares are held in demat mode, please provide signed scan copy of request letter mentioning DPIDCLID, 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 rnt.helpdesk@linkintime.co.in

• c) Alternatively member may send an e-mail request to evoting@nsdl.co.in for obtaining User ID and Password by proving the details mentioned in Point (1) or (2) as the case may be.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM:

• a) The members can join the AGM in the VC/ OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice in points given below. The facility of participation at the AGM through VC/ OAVM will be made available for 1,000 Shareholders on ‘first come first serve’ basis. This will not include large Shareholders (i.e. Shareholders holding 2% or more), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of ‘first come first serve’ basis. Instructions and other information for members for attending the AGM through VC/OAVM are given in this Notice.

• b) Members will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e Voting system. Members may access the same at

• https://www.evoting.nsdl.com under shareholders/ members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/ members login where the EVEN of Company will be displayed.

• c) Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.

• d) Members can participate in AGM through smart phone/ laptop, however, for better experience and smooth participation it is advisable to join the Meeting through Laptops connected through broadband.

• e) Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• f) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• g) For ease of conduct, members who would like to ask questions / express their views may send their questions by July 26, 2020 mentioning their name demat account number/folio number, email id, mobile number at agm@indocount.com. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered Email ID mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number at agm@indocount.com. Those Shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. The members can also ask questions concurrently.

• h) Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.co.in or contact Mr. Amit Vishal, Senior Manager – NSDL at

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amitv@nsdl.co.in/ 022-24994360 or Ms. Pallavi Mhatre, Manager, NSDL at pallavid@nsdl.co.in/ 022-24994545 or Mr. Sagar Ghosalkar, Assistant Manager NSDL at sagar.ghosalkar@nsdl.co.in/ 022-24994553. The member may also contact company at agm@indocount.com or contact on 022-43419500.

The details of the process and manner for e-voting at the Annual General Meeting are explained herein below:

• a) The procedure for e-Voting on the day of the Annual General Meeting is same as the instructions mentioned above for remote e-voting.

• b) Only those Members/ shareholders, who will be present in the meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Annual General Meeting.

• c) Members who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the meeting.

• d) The details of the persons who may be contacted for any grievances connected with the facility for e-Voting on the day of the Annual General Meeting shall be the same persons mentioned for Remote e-voting.

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ANNEXURE - I

Additional Information as required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 & Secretarial Standard – 2 on General Meetings about Mr. Kailash R. Lalpuria (DIN: 00059758) Director liable to retire by rotation and recommended for the re-appointment

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----- Start of picture text -----

Name of the Director Mr. Kailash R. Lalpuria
Age 60 years
DIN 00059758
Category Executive & Non-Independent
Date of first appointment on the Board November 11, 2010
Brief Resume and nature of expertise in specific functional A Chartered Accountant, Mr. K R Lalpuria is a Science graduate
areas from St. Xavier’s College in Mumbai and has more than 37
years of experience in the Textile Sector. His expertise includes
Strategic Growth of Organisation, Planning Joint Ventures,
Developing Overseas Sales Team, and Contribution in overall
Value Chain, New Areas of Business Development, Commercial
Aspects of Export Business, Sales & Marketing and Customer
Relationship Management. He has the entrepreneur skills
to conceptualise business and establish it as a successful
enterprise. He has travelled worldwide and has good network
for business development globally.
Terms & conditions of re-appointment Appointed as an Executive Director of the Company for a period
of 3 years w.e.f. May 4, 2018 liable to retire by rotation.
Details of remuneration sought to be paid and remuneration During the financial year 2019-20, remuneration of ` 2.04
last drawn. crores was paid.
Relationship with other Directors, Manager and other Key None
Managerial Personnel of the Company
Number of Board Meetings attended during the year 4
Directorships held in other public Companies, including NIL
listed Companies [excluding foreign and private Companies,
Section 8 companies] as on March 31, 2020
Memberships / Chairmanships of Audit and Stakeholders NIL
Relationship Committees of other Public Companies as on
March 31, 2020
Number of shares held by Mr. Kailash Lalpuria in the Company NIL
as on March 31, 2020
----- End of picture text -----

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ANNEXURE - II

Procedure for registration of e-mail address and bank details by shareholders:-

i. For Temporary Registration for Demat shareholders:

The Members of the Company holding Equity Shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Link Intime India Pvt Ltd by clicking the link: https://linkintime. co.in/emailreg/email_register.html in their web site www.linkintime.co.in at the Investor Services tab by choosing the E mail Registration heading and follow the registration process as guided therein. The members are requested to provide details such as Name, DPID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a member may send an email to RTA at rnt.helpdesk@linkintime.co.in.

On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

ii. For Permanent Registration for Demat shareholders:

It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant (DP) by following the procedure prescribed by the Depository Participant.

• iii. Registration of email id for shareholders holding physical shares:

The Members of the Company holding Equity Shares of the Company in physical Form and who have not registered their e-mail addresses may get their e-mail addresses registered with Link Intime India Pvt Ltd, by clicking the link: https://linkintime.co.in/emailreg/email_register.html

in their web site 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 are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e mail id and also upload the image of share certificate in PDF or JPEG format. (upto 1 MB) . In case of any query, a member may send an e-mail to RTA at rnt.helpdesk@linkintime.co.in

On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

iv. Registration of Bank Details for physical shareholders:

The Members of the Company holding Equity Shares of the Company in physical Form and who have not registered their 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 web site 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 are requested to provide details such as Name, Folio Number, Certificate number, PAN, e – mail id along with the he copy of the cheque leaf with the first named shareholders name imprinted in the face of the cheque leaf containing bank name and branch, type of account, bank account number, MICR details and IFSC code in PDF or JPEG format. In case of any query, a member may send an email to RTA at rnt.helpdesk@linkintime.co.in

On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

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INDO COUNT INDUSTRIES LIMITED

ANNEXURE - III

Intimation on Tax Deduction on Dividend

Pursuant to the Income Tax Act, 1961 (“Act”), as amended by the Finance Act, 2020, dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of the shareholders. 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 residential status of the shareholder and the documents submitted by the shareholders and accepted by the Company in accordance with the provisions of the Act. The TDS for various categories of shareholders along with required documents are summarized below:

Table 1: Resident Shareholders

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Particulars & Category of shareholders Rate of Tax Deduction Exemption documents to be given
Resident Individuals
If total Dividend income to a resident individual - 7.5% in case where Update the PAN if not already done with
shareholder in FY 2020-21 > 5,000 PAN is provided/ depositaries (in case of shares held in demat<br>available mode) and with the Company's Registrar and<br>- 20%, in other Transfer Agents – Link Intime India Private<br>cases where PAN Limited (in case of shares held in physical<br>is not provided / mode).<br>not available.<br>Shareholders providing duly signed Form 15G NIL Form 15G/15H duly signed – The forms are<br>(applicable to any person other than a Company or a available on the website of Link Intime.<br>Firm) /15H (applicable to an Individual above the age<br>of 60 years) provided that all the prescribed eligibility<br>conditions are met.<br>If total Dividend income to a resident individual NIL -<br>shareholder in FY 2020-21 < 5,000
Resident - Other than Individuals
Indian Commercial Banks/Indian Financial Institutions 7.5% -
Insurance Companies: LIC & Other Insurance NIL A declaration that it has a full beneficial
Companies such as GIC/United India Insurance Co/ interest with respect to the shares owned by
Oriental Insurance Co/New India Assurance Co as it along with PAN.
provided under Second Proviso to section 194 of IT
Act
Govt of India, Corporation established by or under a NIL Self-declaration specifying the specific
Central Act which is, under any law for the time being Central Act under which such corporation is
in force, exempt from income- tax on its income established and that their income is exempt
(Section 196) under the provisions of Income Tax Act, 1961
along with a self-attested copy of the PAN
card and registration certificate.
Mutual Funds NIL Self-declaration that they are specified and
covered under section 10 (23D) of the Income
Tax Act, 1961 along with a self-attested copy
of PAN card and registration certificate.
7.5% In case of mutual funds not covered under
section 10 (23D) of the Income Tax Act, 1961
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Particulars & Category of shareholders	Rate of Tax Deduction	Exemption documents to be given
Alternative Investment Fund	NIL	Self-declaration that its income is exempt under Section 10 (23FBA) of the Income Tax Act, 1961 and they are governed by SEBI regulations as Category I or Category II AIF along with a self-attested copy of the PAN card and registration certifcate.
	7.5%	In case AIF other than those registered with SEBI as per S115UB of the Act.
Order under section 197 of the Act	Rate provided in the order	Lower/NIL withholding tax certifcate obtained from Income Tax authorities.
Other resident shareholder without PAN/Invalid PAN	20%	-

Please Note that:

• a) Recording of the valid Permanent Account Number (PAN) for the registered Folio/DP id-Client Id is mandatory. In absence of valid PAN, tax will be deducted at a higher rate of 20% as per Section 206AA of the Act.

• b) Shareholders holding shares under multiple accounts under different status / category and single PAN, may note that, higher of the tax as applicable to the status in which shares held under a PAN will be considered on their entire holding in different accounts

Table 2: Non-resident Shareholders

Tax is required to be withheld in accordance with the provisions of Section 195 of the Income Tax Act, 1961 at applicable rates in force. As per the said provisions, the tax shall be withheld @ 20% plus applicable surcharge and cess on the amount of dividend payable. However, as per Section 90 of the Income Tax Act, 1961, a non-resident payee has the option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA) between India and the country of tax residence of the shareholder, if they are more beneficial to the shareholder. For this purpose, i.e. to avail the DTAA benefits, the non-resident shareholder will have to provide documents provided in the table:

Category of shareholder	Tax Deduction Rate	Exemption applicability/ Documentation requirement
Any non-resident shareholder This includes Foreign Companies, Bodies Corporate, NRI, Foreign Nationals and other oreign entities)	20% (plus applicable surcharge and cess) or Tax Treaty rate whichever is lower	Non-resident shareholders may opt for tax rate under Double Taxation Avoidance Agreement (“Tax Treaty”) as per Section 90 of the Income tax Act, 1961. The Tax Treaty rate shall be applied for tax deduction at source on submission of following documents to the company l Copy of the PAN Card, if any, allotted by the Indian authorities. l Self-attested copy of Tax Residency Certifcate (TRC) valid as on the AGM date obtained from the tax authorities of the country of which the shareholder is resident. l Self-declaration in Form 10F available on Link Intime Website. l Self-declaration in the prescribed format which is available in Link Intime website , certifying on the following points : i. Shareholder is and will continue to remain a tax resident of the country of its residence during the Financial Year 2020-21;

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INDO COUNT INDUSTRIES LIMITED

Category of shareholder	Tax Deduction Rate	Exemption applicability/ Documentation requirement
		ii. Shareholder is eligible to claim the benefcial DTAA rate for the purposes of tax withholding on dividend declared by the Company; iii. Shareholder has no reason to believe that its claim for the benefts of the DTAA is impaired in any manner; iv. Shareholder is the ultimate benefcial owner of its shareholding in the Company and dividend receivable from the Company; and v. Shareholder does not have a taxable presence or a permanent establishment in India during the Financial Year 2020-21. TDS shall be recovered at 20% (plus applicable surcharge and cess) if any of the above mentioned documents are not provided. However, the Company in its sole discretion reserves the right to apply the benefcial DTAA rates at the time of tax deduction/ withholding on dividend amounts and to call for any further information. Application of DTAA rate shall depend upon the completeness of the documents submitted by the Non- Resident shareholder and review to the satisfaction of the Company.
Foreign Institutional Investors, Foreign Portfolio Investors (FII, FPI)	20% (plus applicable surcharge and cess)	None (Treaty beneft not available to FII/FPI). TDS rate shall not be reduced on account of the application of the Lower DTAA rate or lower tax deduction order, if any
Submitting Order under section 197 of the Act	Rate provided in the Order	Lower/NIL withholding tax certifcate obtained from Income Tax authorities.

Note: The Shareholders holding shares under multiple accounts under different status / category and single PAN, may note that, higher of the tax as applicable to the status in which shares held under a PAN will be considered on their entire holding in different accounts.

AGM NOTICE 13

Procedure for submission of documents:

Form 15G/15H/10F are available on the website of Link Intime India Private Limited. 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 aforementioned documents (duly completed and signed) are required to be uploaded at https://linkintime.co.in/ formsreg/submission-of-form-15g-15h.html. On this page the user shall be prompted to select / share the following information to register their request.

1. Select the company (Dropdown)

2. Folio / DP-Client ID

3. PAN

4. Financial year (Dropdown)

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 July 20, 2020.

All communications/ queries in this respect should be addressed to our RTA, Link Intime India Private Limited to its email address: indocountdivtax@linkintime.co.in or to the Company to its email address: icilinvestors@indocount.com.

Further, shareholders who have not registered their email address are requested to register the same with our RTA. Shareholders are further requested to complete necessary formalities with regard to their Bank accounts attached to their Demat account for enabling the Company to make timely credit of dividend in respective bank account especially in view of COVID 19.

1. Form selection

2. Document attachment – 1 (PAN)

3. Document attachment – 2 (Forms)

4. Document attachment – 3 (Any other supporting document)

Apart from above, this communication and aforesaid forms are also available on Company’s website www.indocount.com in Investors Section.

Please note that the upload of documents (duly completed and signed) on the website of Link Intime India Private Ltd should be done by July 20, 2020 in order to enable the Company to determine and deduct appropriate TDS / Withholding Tax.

No claim shall lie against the Company for such taxes deducted.

The Company will arrange to email a soft copy of the TDS certificate at the shareholders registered email ID post payment of the said Final Dividend. Shareholders will also be able to see the credit of TDS in Form 26AS, which can be downloaded from their e-filing account at https://incometaxindiaefling.gov.in.

Disclaimer: This Communication shall not be treated as an advice from the Company or Link Intime India Private Limited. Shareholders should obtain the tax advice related to their tax matters from a tax professional.

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