Indo Count Industries Ltd — AGM Information 2021

Sep 3, 2021

3rd September, 2021

BSELimited Department of Corporate Services Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

National Stock Exchange of India Limited Listing Department Exchange Plaza,Sandra Kurla Complex, Sandra (East) Mumbai - 400051

Scrip Code: 521016 Company Symbol: ICIl

Sub: Summary of proceedings of 32nd Annual General Meeting held on 3rdSeptember. 2021

Dear Sir/Madam,

The 32nd Annual General Meeting (AGM) of the members of Indo Count Industries Limited ("The Company") was held today l.e. Friday, September 3,2021 at 12.30 P.M. (1ST)through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM"). The AGM was held through VCI OAVM in compliance with the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India through the platform of NSDL.

Pursuant to Regulation 30(2) of the SESI(Listing Obligations and Disclosure Requirements) Regulation, 2015 ("Listing Regulations") read with ParaA of Part A of Schedule III of the Listing Regulations, please find enclosed herewith Summary of proceedings of 32nd Annual General Meeting of the Company held on Friday, 3rdSeptember, 2021.

This is for your information and record.

Thanking You,

Yours truly,

For Indo Count Industries Limited

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

Enc!.:Na

Indo Count Industri.es Ltd

Head Office' 301. Arcadia. 3rd Floor. Nariman Point. Mumbai - 400 021. Maharashtra. India; T: 022 4341 9500. F: 022 2282 3098 Marketing Office: Dosti Imperia. 2nd floor, Manpada. Ghodbunder Road. Thane (w) - 400 607. Maharashtra. India; T: 0224151 1800. F. 022 2172 0121 Home Textile Division: T3, Kagal - Hatkanangale Five Star. MIDC Ind. Area. Kolhapur - 416216, Maharashtra. India; T: 0231 662 7900. F: 0231 6627979 Spinning Division: 01, MIDC. Gokul Shirgaon. Kolhapur - 416234. Maharashtra, India; T: 0231 2687400. F: 02312672161 Regd. Office: Office No.1. Plot No. 266. Village Alte. Kumbhoj Road.Taluka Hatkanangale. Dist, Kolhapur - 416 109. Maharashtra. India; T: 02302463100 I 2461929 CIN: L72200PN1988PLC068972, E: info@indocoun!.com. w: www.indocount.com

SUMMARY OF PROCEEDINGSOF THE32nd ANNUAL GENERALMEETINGOFINPO COUNT INDUSTRIESUMITEP

The 32nd Annual General Meeting (AGM) of the members of Indo Count Industries Limited (,The Company") was held on Friday, September 3, 2021 at 12.30 P.M (1ST)through VCI OAVM platform provided by National Securities Depository Limited ("NSD~"). Mrs. Amruta Avasare, Company Secretary introduced herself and welcomed Chairman, all Directors and shareholders present for the AGM. The Company Secretary informed that due to continuing COVID-19 Pandemic and adhering to the social distancing norms, the AGM was held through Video Conferencing in accordance with the circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI). Thereafter, she requested all Directors to introduce themselves.

Mr. Anil Kumar Jain, Executive Chairman, Mr. Mohit Jain, Executive Vice-Chairman, Mr. Kailash Lalpuria, Executive Director & CEO,Mr. Kamal Mitra, Director (Works), Mr. Dilip J. Thakkar, Independent Director and Chairman of Audit Committee, Mr. Prem Malik, Independent Director and Chairman of Nomination and Remuneration Committee, Dr. Vaijayanti Pandit, Independent Director and Chairperson of Stakeholders' Relationship Committee and Corporate Social Responsibility Committee, Dr. Sanjay Kumar Panda & Mr. Siddharth Mehta, Independent Directors attended the AGM. Further, Mr. K Muralidharan, Chief Financial Officer also attended the AGM.

Partner of Mis. Suresh Kumar Mittal & Co, Chartered Accountants (Statutory Auditors), Mis. Kothari H. & Associates, Practising Company Secretaries (Secretarial Auditor) and Mr. Vikas R. ChomaI (Scrutinizer) were also present for the AGM through Video Conferencing.

Total 81 shareholders attended the AGM.

The Company Secretary requested Mr. Anil Kumar Jain, Executive Chairman to take the chair and start with the proceedings of the AGM.

Mr. Anil Kumar Jain, Executive Chairman, chaired the meeting and welcomed all the Shareholders to the 32nd Annual General Meeting.

The requisite quorum being present, the Chairman called the meeting to order.

The Chairman then delivered his speech to the Shareholders and briefed the highlights of performance of the Company during the Financial Year 2020-21.

Mr. Mohit Jain, Executive Vice Chairman and Mr. Kailash Lalpuria, Executive Director & CEO made presentation to the shareholders on Company's operations, achievements, performance highlights, financial ratios, corporate social responsibility (CSR)and ESGetc.

Indo Count Industries Ltd

Head Office 301,Arcadia, 3rd Floor, Nariman Point, Mumbai - 400 021, Maharashtra, India; T. 022 4341 9500. F: 02222823098 Marketing Office. Dosti Imperia, 2nd floor, Manpada, Ghodbunder Road, Thane (w) - 400 607, Maharashtra, India; T. 022 4151 1800, F 0222172 0121 Home Texlile Division: T3, Kagal - Hatkanangale Five Star, MIDC Ind. Area, Kolhapur - 416216, Maharashtra, India; T:0231 662 7900, F: 0231 6627979 Spinning Division 01, MIDC, Gokul Shirgaon, Kolhapur - 416234, Maharashtra. India; T: 02312687400, F: 02312672161 Regd. Office: Office No.1. Plot No. 266, ViliageAlte, Kumbhoj Road.Taluka Hatkanangale, Oist. Kolhapur - 416109, Maharashtra, India; T:0230 2463100 12461929 CIN: L72200PN1988PLC068972, E: info@indocount.com, w· www.indocount.com

The Company Secretary briefed shareholders inter alia, about certain procedural and technical aspects of the AGM. She informed that:

• a) The Company had provided to the Shareholders, the facility to cast their vote electronically through remote e-voting facility provided by NSDLfrom Tuesday, 3pt August, 2021 at 9.00 a.m. (lST)to Thursday, 2nd September, 2021 till 5.00 p.m. (1ST)on a , ll resolutions set forth in the Notice of the AGM.
• b) Shareholders who were present at the AGM and had not casted their vote electronically were provided an opportunity to cast their votes though e-voting during the Meeting.
• c) The Company had given facility to members to send their questions/queries in advance on the email id as given in notice.
• d) Mr. Vikas R. ChomaI, Company Secretary in Practice, was appointed as Scrutinizer for the purpose of scrutinizing the e-voting process in a fair and transparent manner.
• e) The result of combined e-voting along with scrutinizers' report would be uploaded on the website of the Company i.e. www.indocount.com as well as website of NSDL and Stock Exchanges i.e. BSE Limited and National Stock Exchanges India Limited (NSE)within 48 hours from the conclusion of the AGM.

The Notice of the Annual General Meeting dated 17thMay, 2021 was taken as read. The members were informed that there were no qualifications, reservations, adverse remarks and disclaimer in the Auditors' Report and Secretarial Audit Report for the year ended 31st March, 2021, hence, Independent Auditor's Reports and Secretarial Audit report were taken as read at the Meeting.

The following items of the businessj the resolutions as per the notice of AGM dated 17th May, 2021 were read at the meeting:

1. Ordinary Resolution:

To receive, consider and adopt:

• a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon; and
• b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, together with the Report of the Auditors thereon

2. Ordinary Resolution:

To declare Final Dividend of Rs.1.5j- per Equity Share of face value of Rs.2/- each forthe Financial Year ended March 31, 2021.

3. Ordinary Resolution:

To appoint a Director in place of Mr. Mohit Anilkumar Jain (DIN: 01473966), who retires by rotation and being eligible, offers himself for the re-appointment. ./ p'w-duSfr'

/(91l'

Head Office: 301,Arcadia, 3rd Floor, Nariman Point, Mumbai - 400 021, Maharashtra, India; T: 022 4341 9500. F: 022 2282 3098 Indo Count Industries Ltd

Marketing Office: Dosti Imperia, 2nd floor, Manpada, Ghodbunder Road, Thane (w) - 400607, Maharashtra, India; T: 0224151 1800, F: 022 2172 0121 Home Textile Division: T3, Kagal- Hatkanangale Five Star, MIDC Ind. Area, Kolhapur - 416216, Maharashtra, India; T: 02316627900, F: 02316627979 Spinning Division: 01, 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 12461929 CIN: L72200PN1988PLC068972, E: info@indocount.com, W: www.indocount.com

4. Special Resolution:

Re-appointment of Mr. Kailash R. Lalpuria (DIN: 00059758) as a Whole-Time Director designated as "Executive Director & CEO" of the Company for a period of 3 years w.e.f. May 4, 2021.

The Company Secretary thereafter invited registered speaker shareholders to ask their questions. All the questions asked by the shareholders were duly answered.

The Chairman informed that the e-voting facility will be kept open for the next 15 (fifteen) minutes to enable the members to cast their vote and authorized Company Secretary to complete necessary formalities in that regard. The AGM ended at 1.37 p.m. (1ST)including 15 minutes provided for e-voting.

There being no other business to be transacted, the Chairman thanked the Shareholders who joined this AGM and closed the proceedings of the meeting.

All the resolutions included in the notice of 32nd AGM of the Company were passed with requisite majority.

For Indo Count Industries Limited

~

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

Indo Count Industries Ltd

Head Office: 301. Arcadia, 3rd Floor, Nariman Point, Mumbai - 400 021, Maharashlra, India; T: 022 4341 9500, F: 022 2282 3098 Marketing Office: Dosti Imperia, 2nd floor, Manpada, Ghodbunder Road, Thane (w) - 400 607, Maharashtra, India; T: 0224151 1800, F: 0222172 0121 Home Textile Division: T3, Kagal- Hatkanangale Five Star, MIDC Ind. Area, Kolhapur - 416216, Maharashtra, India; T: 02316627900, F: 02316627979 Spinning Division: 01, MIDC, Gokul Shirgaon, Kolhapur - 416234, Maharashtra, India; T: 02312687400, F: 02312672161 Regd. Office: Office No.1, Plot No. 266, Village Aile, Kumbhoj Road,Taluka Hatkanangale, Dist. Kolhapur - 416 109, Maharashtra, India; T: 0230 2463100 12461929 CIN: L72200PN1988PLC068972, E: info@indocount.com, W: www.indocount.com