Indoco Remedies Ltd. — AGM Information 2021

Aug 30, 2021

August 30, 2021

To	To
The Manager	BSE Limited
Listing Department	Corporate Relationship Department
National Stock Exchange of India Limited	1st Floor, New Trading Ring,
'Exchange Plaza', C - 1, Block G,	Phiroze Jeejeebhoy Towers
Bandra-Kurla Complex,	Dalal Street
Bandra (E), Mumbai 400051.	Mumbai 400001
Scrip Code: INDOCO	Scrip Code : 532612

Dear Sir,

Sub: Notice of 74th Annual General Meeting for the FY 2020-2021

Pursuant to Regulation 30 and 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith Notice of 74th AGM for the financial year 2020-2021 to be held on Thursday, September 23, 2021 at 10.30 a.m. by Video Conferencing / Other Audio Visual Means. The said Notice forms part of the Annual Report for FY 2020-2021.

The Notice of 74th AGM and Annual Report 2020-2021 are also available on the website of the Company at www.indoco.com.

This is for your information and records. Thanking you,

Yours faithfully, For Indoco Remedies Limited

Jayshankar Menon Company Secretary

Encl : a./a

INDOCO REMEDIES LIMITED

N O T I C E

Notice is hereby given that the Seventy Fourth Annual General Meeting the members INDOCO REMEDIES LIMITED will be held on Thursday, September 23, 2021, at 10.30 a.m through Video ("VC Other Audio Visual Means ("OAVM") to transact the business:

ORDINARY BUSINESS

• receive consider and adopt;
• (a) audited statement the Company the year ended March 31 2021 and the Reports the Board Directors and the Auditors thereon;
• (b) audited consolidated statement the Company the year ended March 31 2021 and the Report the Auditors thereon
• declare a dividend on Shares the year ended March 31 2021
• appoint a director in place Mr Sundeep V Bambolkar (DIN 00176613 who retires by rotation and being eligible re appointment

SPECIAL BUSINESS:

consider and thought to pass with or without (s the resolution as a Special Resolution:

"RESOLVED THAT Mr Abhijit Y Gore (DIN: 00301688 who was appointed by the Board Directors as an Additional Director the Company with October 03 2020 under Section 161(1) the Companies Act 2013 ("the Act") and the Companies (Appointment and Directors) Rules 2014 (including any statutory or re enactment (s) the time being in who is eligible appointment and in respect whom the Company has received a notice in writing a Member under Section 160 the Companies Act 2013 the intention to propose the candidature Abhijit Y Gore (DIN:00301688) the Director be and is hereby appointed as a Director the Company

RESOLVED FURTHER THAT pursuant to the provisions Sections 149 and 152 read with Schedule IV and other applicable provisions any the Companies Act 2013 the Companies (Appointment and Directors) Rules 2014 (including any statutory or re enactment(s) the time being in Abhijit Y Gore (DIN: 00301688 a Non Executive Independent Director the Company who has submitted a declaration that he meets the criteria independence under Section 149(6) the Companies Act and who is eligible appointment as an Independent Director be and is hereby appointed as an Independent Director the Company to hold a term Five years with October 3 "

consider and thought to pass with or without (s the resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions Section 148 and all other applicable provisions the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 (including any statutory (s) or re enactment the time being in the Cost Auditors appointed by the Board Directors the Company to conduct the audit the cost records the Company the year ending March 31 2022 be paid the remuneration per annum plus out pocket expenses plus applicable taxes that may be incurred during the course audit

the Board Directors the Company be and is hereby authorises to do all such steps as may be necessary proper or expedient to give to this

Ordinary Resolution:

"RESOLVED THAT and all other applicable provisions its meeting held on Associates

RESOLVED FURTHER THAT Company be and is hereby authorised to do all such

By Order the Board JAYSHANKAR MENON : Mumbai Company Secretary Date : Membership # A11067

Notes:

to the Covid 19 pandemic the Ministry Corporate ("MCA") has vide its General Circular No dated May 5 2020 and General Circular No dated 13 2021 read with General Circular No dated April 8 2020 and General Circular No dated April 13 2020 (collectively to as "MCA Circulars") and Securities and Exchange Board India Circular No SEBI HO CFD CMD1 CIR dated May 12 2020 and Circular No SEBI HO CFD CMD2 CIR dated 15 2021 (collectively to as "SEBI Circulars permitted the holding the Annual General Meeting ("AGM") through VC OAVM without the physical presence the Members at a common venue In compliance with the provisions the Companies Act 2013 ("Act SEBI ( Obligations and Disclosure ) Regulations 2015 ("SEBI Regulations") and MCA Circulars the AGM the Company is being held through VC OAVM

• attending the AGM through VC OAVM shall be counted the purpose reckoning the under Section 103 the Act
• compliance with the MCA Circulars and SEBI Circular dated May 12 2020 Notice the AGM along with the Annual Report 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 and Annual Report will also be available on the Company's website www.indoco.com websites the Stock Exchanges i e BSE and National Stock Exchange India at www.bseindia.com and www.nseindia.com respectively
• the AGM will be held through VC OAVM the Route Map is not annexed in this Notice
• AGM shall be deemed to be conducted at the Registered the Company situated at Indoco House 166 Road East Mumbai 400 098
• this AGM is being held pursuant to the MCA Circulars through VC OAVM physical attendance Members has been dispensed with Accordingly the appointment proxies by the Members will not be available the AGM and hence the Form and Attendance Slip are not annexed to this Notice
• Institutional Corporate Shareholders (i e other than individuals HUF NRI etc are to send a scanned copy ( Format) its Board or governing body Resolution etc its representative to attend the AGM through VC OAVM on its and to vote through remote e voting said Resolution should be uploaded on https://instavote.linkintime.co.in.
• Statement setting out the material relating to Special Business at the meeting pursuant to section 102 the Companies Act 2013 is annexed hereto
• by Regulation 36 the SEBI ( Obligations and Disclosure ) Regulations 2015 a Director seeking re appointment at ensuing Annual General Meeting is given
• the Seventieth AGM held on August 9 2017 the Members approved appointment M S Gokhale Sathe (Firm Registration No as Statutory Auditors the Company to hold a period years the conclusion that AGM till the conclusion the Seventy AGM subject to their appointment by Members at every AGM so under the Act to place the matter relating to appointment auditors by Members at every AGM has been done away by the Companies (Amendment) Act 2017 with May 7 2018 Accordingly no resolution is being proposed appointment Statutory Auditors at the Seventy Fourth AGM
• Register Members and Share Books the Company shall remain closed 2021 to September 2021 (both days inclusive) the purpose determining the names members eligible dividend on Shares declared at the meeting
• accordance with the provisions the Income Act 1961 as amended by and read with Finance Act 2020 with April 1 dividend declared and paid by the Company is taxable in the hands shareholders and the Company is to deduct tax at source ( ) dividend paid to shareholders at the prescribed rates For the prescribed rates various categories the shareholders are to to the Finance Act 2020 and amendments

shareholders are to update their with the Company (in case shares held in physical mode) and depositories (in case shares held in demat mode A Resident individual shareholder with and who is not liable to pay income tax can submit a yearly declaration in Form No 15G 15H to avail the non deduction tax at source by email to address indocotaxexemption@linkintime.co.in by 11:59 p m on September 22 2021 Shareholders are to note that in case their is not registered the tax will be deducted at a higher rate

• dividend the year ended March 31 2021 as recommended by the Board and sanctioned at the Annual General Meeting will be paid subject to deduction at Source to those members whose names appear on the Company's Register Members on September 22 2021 In respect shares held in demat the dividend will be paid to the owners shares as per details by the Depositories the purpose dividend will be paid on and September 28 2021
• to Section 124 the Companies Act 2013 the Company has on due dates the unpaid or unclaimed dividends the Year (Final dividend) to Investor Education and Fund (the ) established by the Central Government

to provisions Investor Education and Fund Authority (Accounting Audit and ) Rules 2016 the Company has uploaded the details unpaid and unclaimed dividend amounts lying with the Company as on March 31, 2020 on the website the Company (www.indoco.com) as also on the website the Ministry Corporate (www.mca.gov.in

Dividend the year 2013-2014 and which remain unpaid or unclaimed a period 7 years the date they became due payment will be by the Company to Members who have not yet encashed their dividend warrants year 2013-2014 onwards and seek revalidation their warrants are to write to Company Company's Registrars without any delay

• to the provisions the Investor Education and Fund Authority (Accounting Audit and ) Rules 2016 by the Ministry Corporate (MCA) vide its dated and as amended on Rules) the Company has shares in the name Investor Education and Fund ( ) Suspense Account in respect which dividend has not been paid or claimed by the Shareholders seven consecutive years or more Company has uploaded the details shares so on the website the Company (www.indoco.com) as also on the website the Ministry Corporate (www.mca.gov.in
• holding shares in demat (electronic) account are to changes any in their address e mail address bank etc to their respective Depository ( Members holding shares in physical are to intimate the changes to the Company Company's Registrars
• (a) In order to provide protection against encashment dividend warrants members who hold shares in physical are to intimate to the Company Company's Registrars the to be incorporated on the dividend warrants duly signed by the sole or joint holder:

• (i) Name the Sole First joint holder and the Folio Number
• (ii) Bank Account : Name the Bank Name the Branch Complete address the Bank with Code number Account type whether Saving or Current Bank Account Number MICR Code: IFSC Code:
• (b) Members holding shares in demat may please note that their Bank account details as by their Depositories to the Company shall be printed on their Dividend as per the applicable regulation the Depositories and the Company shall not entertain any direct the members deletion or change in Bank account details Further instructions any already given by them in respect shares held in physical shall not be automatically applicable to shares held in demat Members who wish to change their bank details or particulars are to contact their Depository
  • avoid loss dividend warrants in transit and undue delay in receipt dividend warrants the Company has provided to the members remittance through Members holding shares in physical and desirous availing the are to contact the Company Company's
• 17 Facility nomination is now available and members are to make use the same by contacting the Company Company's Registrars in case physical holding and in case demat holdings
• 18 For any assistance or about shares dividend etc members may contact the Company Company's Registrars
• are to their Folio Number Demat Account Number and contact details such as email address contact number and complete address in all correspondence with the Company or its Registrars
• who hold shares in multiple and in identical names are to contact the Company Company's Registrars consolidating their holdings into a single
• desirous getting any on the accounts and operations the Company may please their to the Company at least seven days prior to the Meeting so as to enable the Company to provide appropriate response thereto at the Meeting
• Securities and Exchange Board India (SEBI) has mandated the submission Account Number ( ) by every participant in securities market Members holding shares in electronic are to submit the to their Depository with whom they are having demat accounts Members holding shares in physical are to submit details to the Company Registrar
• All documents to in the Notice along with the Statutory Registers maintained by the Company as per the Act will be available inspection in electronic mode upto the date the AGM the Company and will also be available electronically inspection by the Members during the AGM Members seeking to inspect such documents can send an email to compliance.officer@indoco.com

Details Directors seeking appointment reappointment in the Annual General Meeting scheduled on September 23 2021 pursuant to Regulation 36 the SEBI ( Obligations and Disclosure ) Regulations 2015 and Secretarial Standard on General Meetings issued by the Institute Company Secretaries India

Name of Director	Mr. Sundeep V Bambolkar	Mr. Abhijit Gore
	Over 35 years' experience inIndoco in
		School in Grasse France
appointment		appointmentasIndependent
remuneration
Company as on	Audit Committee – MemberCSR Committee – MemberStakeholder Relationshipcommittee – MemberMember
in which the personholds the Directorshipand the Membershipboard;	Nil	Nil
during the year	5	3

Name of Director	Mr. Sundeep V Bambolkar	Mr. Abhijit Gore
relationship between	NA	NA
Managers
choosing the appointeeIndependent Directors

25 E-Voting:

In compliance with section 108 the Companies Act 2013 read with Rule 20 the Company (Management and Administration) Rule 2014 the Company has provided 'remote e voting' (e voting a place other than venue the AGM) through Link Intime India Private Limited (LIIPL) as an alternative all Members the Company to enable them to cast their votes electronically on all the resolutions mentioned in the Notice the 74th Annual General Meeting of the Company, dated June 11, 2021 (the AGM Notice

voting through electronic mode shall also be made available during the 74th Annual General Meeting members attending the meeting through electronic mode who have not already cast their vote through remote e voting shall be able to exercise their voting rights at the meeting members who have already cast their vote through remote e voting may attend the e but shall not be entitled to cast their vote again at the AGM

Company has appointed CS Ajit Sathe proprietor M s A Y Sathe Co Company Secretaries as the conducting the remote e voting and the voting process at the AGM in a and transparent manner

will submit his report to the Chairman the completion scrutiny and the result the voting will be announced by the Chairman or any Director the Company duly on September 23 2021 and will also be displayed on the website the Company (www.indoco.com besides being communicated to the Stock Exchanges Depositories and Registrar and Share Agent

E voting is optional In terms the Companies Act 2013 and the relevant Rules the Company has September 15 2021 as the 'Cut Date remote e voting rights the shareholders owners shall be reckoned on the shares held by them as on the Cut Date i e September 15 2021

remote e voting period begins on Saturday the September 18 2021 at a m ) and ends on the September 22 2021 at p m ( During this shareholders the Company holding shares either in physical or in as on the cut date i e September 15 2021 may cast their votes electronically

remote e voting module shall be disabled by voting p m ) on September 22 2021

Remote e-Voting instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

Shareholders are advised to update their mobile number and email id in their demat accounts to access e Voting

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

Type of shareholders	Login Method
Individual Shareholdersholding securities indemat mode with CDSL	userwho have optedEasiEasiest can login throughtheir user id and passwordOption will be made available toreach e Voting page without anyauthenticationusers to login to EasiEasiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on NewSystem MyeasiloginEasiEasiest the user will also be ableto see the E Voting MenuMenu will have linkse Votingservicei eIClick one Voting service provider name to cast your votethe user is not registeredEasi Easiestoption to register isavailableathttps://web.cdslindia.com/myeasi./Registration/EasiRegistrationAlternativelythe user can directly access e Voting page byproviding demat Account Number andNoa link inwww.cdslindia.com home pagesystem will authenticate theuser by sendingon registered MobileEmail as recordedin the demat Accountauthentication user willbe provided linksthe respectivewhere the E Voting is in
Individual Shareholders(holding securitiesin demat mode) &login through theirdepository participants	progress
Individual Shareholdersholding securitiesin Physical mode& evoting serviceprovider isLINK INTIME.	httpsinstavotelinkintime co inClick on "Sign Up" under 'SHARE HOLDER' tab and registerA. User ID:physicalform shall provide Event No + Folio Number registeredB.PAN:C. DOB/DOI:

Type of shareholders	Login Method
	D. Bank Account Number: Enter your Bank Account Numberphysical form
	number in 'D' above
	'SHARE HOLDER'
	Code and click on 'Submit'.
	4.'View' icon.
	your desired option 'Favour / Against''View Resolution'
	'Submit'.'Yes',

Institutional shareholders:

Institutional shareholders (i e other than Individuals HUF etc and Custodians are to log on the e voting system at https://instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund / Corporate Body' are also to upload a scanned true copy the board resolution authority letter power attorney etc together with attested specimen signature the duly authorised representative(s) in in the 'Custodian / Mutual Fund / Corporate Body' login the to the same

Individual Shareholders holding securities in Physical mode & evoting service Provider is LINK INTIME, have forgotten the password:

• o Click on 'Login' under 'SHARE HOLDER' tab and Click 'forgot password?'
• o Enter User ID, select Mode and Enter Image ( ) Code and Click on 'Submit'.
  • In case shareholders members are having valid email address will be sent to his her registered e mail address
  • Shareholders members can set the password his her choice by providing the about the particulars the Security Question and Answer DOB DOI Bank Account Number (last digits) etc as mentioned above
  • password should contain minimum 8 characters at least one special character at least one numeral at least one alphabet and at least one capital letter

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

• Shareholders members who are unable to retrieve User ID are advised to use Forgot User ID and Forgot option available at above mentioned depository depository participants website
• It is strongly recommended not to share your password with any other person and take utmost care to keep your password
• For shareholders members holding shares in physical the details can be used only voting on the resolutions contained in this Notice
• During the voting period shareholders members can login any number time till they have voted on the resolution(s) a particular "Event

Helpdesk for Individual Shareholders holding securities in demat mode:

In case shareholders members holding securities in demat mode have any technical issues related to login through Depository i e they may contact the respective helpdesk given below:

Login type	Helpdesk details
Individual Shareholdersholding securities in	Membersany technical issue in login can contacthelpdesk by sending aat evoting@nsdl.co.in or call at tollno1800 1020 990 and 1800 22 44 30
Individual Shareholdersholding securities in	Membersany technical issue in login can contacthelpdesk by sending aat helpdesk.evoting@cdslindia.com orcontact at 022 23058738 or

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & evoting service Provider is LINK INTIME.

In case shareholders members holding securities in physical mode Institutional shareholders have any regarding e voting they may the Frequently Asked Questions ('FAQs') and InstaVote e-Voting manual available at https://instavote.linkintime.co.in under Help section or send an email to enotices@linkintime.co.in or contact on : 022 –4918 6000

26. Registration of email ID and Bank Account details:

In case the shareholder's email ID is already registered with the Company its Registrar Share Agent " Depositories login details e voting are being sent on the registered email address

In case the shareholder has not registered his her their email address with the Company its Depositories and or not updated the Bank Account mandate receipt dividend the instructions to be :

(i) login to the website our Intime India www.linkintime.co.in under Investor Services > Email Bank detail Registration in the details and upload the documents and submit OR

(ii) In the case of Shares held in Demat mode:

shareholder may please contact the Depository (" ") and register the email address and bank account details in the demat account as per the process and advised by the

27. Instructions for Members for Attending the AGM through VC / OVAM are as Under:

Instructions Shareholders Members to attend the Annual General Meeting through InstaMeet (VC OAVM) are as under:

A. Shareholders Members are entitled to attend the Annual General Meeting through VC OAVM provided by Intime by the below mentioned process Facility joining the Annual General Meeting through VC OAVM shall open 30 minutes the time scheduled the Annual General Meeting and will be available to the Members on come serve basis

Shareholders Members are to participate on come serve basis as participation through VC OAVM is limited and will be closed on expiry 15 ( ) minutes the scheduled time the Annual General Meeting Shareholders Members with >2% shareholding Institutional Investors Directors Chairman Audit Committee Nomination and Remuneration Committee and Stakeholders Relationship Committee Auditors etc may be allowed to the meeting without restrictions come serve basis

Members can login and join 15 ( ) minutes prior to the scheduled time the meeting and window joining shall be kept open till the expiry 15 ( ) minutes the scheduled time is restricted upto 1000 members only

Shareholders Members will be provided with InstaMeet wherein Shareholders Member shall register their details and attend the Annual General Meeting as under:

• Open the internet browser and launch the InstaMeet << in>> and register with your details:
• ID Client ID or ID or Folio No Enter your 16 digit ID Client ID or ID or Folio Number registered with the Company
  • : Enter your 10 digit Account Number ( )
  • No
  • ID
  • "Go to Meeting"

Note:

Shareholders Members are encouraged to join the Meeting through connected through broadband better experience

Shareholders Members are to use Internet with a good speed ( 2 download stream) to avoid any disturbance during the meeting

note that Shareholders Members connecting Mobile Devices or or through connecting via Mobile Hotspot may experience Audio Visual loss due to in their network It is recommended to use stable Fi or connection to mitigate any kind glitches

In case the shareholders members have any or issues regarding e voting you can write an email to instameet@linkintime.co.in or Call us : ( )

B. Instructions for Shareholders/Members to register themselves as Speakers during Annual General Meeting:

Shareholders Members who would like to express their views ask during the meeting may register themselves as a speaker by sending their mentioning their name demat account number number email id mobile number at compliance.officer@indoco.com Monday September 20 2021 a m to September 22 a m

25 Speakers on come basis will only be allowed to express their views ask during the meeting

Note:

shareholders members who have registered themselves as a speaker will only be allowed to express their views ask during the meeting Company reserves the right to restrict the number speakers depending on the availability time the Annual General Meeting

Shareholders Members should allow to use camera and are to use Internet with a good speed ( 2 download stream) to avoid any disturbance during the meeting

C. Instructions for Shareholders/Members to Vote during the Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the during the meeting shareholders members who have not exercised their vote through the remote e voting can cast the vote as under:

• the Shareholders VC page click on the link e Voting "Cast your vote
• Demat Account No Folio No and (received on the registered mobile number registered email Id) received during registration InstaMeet and click on 'Submit
• login you will see "Resolution Description" and against the same the option "Favour Against" voting
• your vote by selecting appropriate option i e Favour Against" as desired

Enter the number shares (which represents no votes) as on the cut date under 'Favour Against

• selecting the appropriate option i e Favour Against as desired and you have decided to vote click on "Save A box will be displayed you wish to your vote click on " else to change your vote click on "Back" and accordingly your vote
• you your vote on the resolution you will not be allowed to or change your vote

Note:

Shareholders Members who will be present in the Annual General Meeting through InstaMeet and have not cast their vote on the Resolutions through remote e Voting and are otherwise not barred doing so shall be eligible to vote through e Voting during the meeting

In case the shareholders members have any or issues regarding e voting you can write an email to instameet@linkintime.co.in or Call us : ( )

By Order the Board

JAYSHANKAR MENON : Mumbai Company Secretary

Date : Membership # A11067

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ANNEXURE TO NOTICE

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

Item No. 4

Appointment of Mr. Abhijit Yashwant Gore (DIN: 00301688) as an Independent Director of the Company

Based on the recommendation the Nomination and Remuneration Committee the Board Directors the Company by way Circular Resolution dated October 03 2020 appointed pursuant to Section 161 the Companies Act 2013 read with the Articles Association the Company Mr Abhijit Yashwant Gore (DIN: 00301688) as an Additional Director (in the category and Independent) a term consecutive years w e October 03 2020 appointment is subject to approval members at the Annual General Meeting the Company

Being an Additional Director Mr Abhijit Yashwant Gore holds till the date Annual General Meeting the Company and is eligible appointment as an Independent Director the Company A Notice has been received along with deposit amount a member proposing Mr Abhijit Yashwant Gore (DIN: 00301688) as a candidate the Director the Company

Company has also received a declaration Mr Abhijit Yashwant Gore (DIN: 00301688) that he meets the criteria independence as prescribed under in sub section (6) Section 149 the Companies Act 2013 and the Securities and Exchange Board India ( Obligations and Disclosure ) Regulations 2015 (" Regulations Mr Abhijit Yashwant Gore (DIN: 00301688) is also not being appointed as a Director in terms Section 164 the Act and has given his consent to act as a Director the Company

In the opinion the Board Mr Abhijit Yashwant Gore (DIN: 00301688) the conditions his appointment as an Independent Director as in the Act and the Regulations and he is independent the management

Mr Abhijit Yashwant Gore (DIN: 00301688 aged 55 years is a BSc Undergraduate and is trained as a in a School in Grasse France Mr Abhijit Gore is Managing M s D G GORE a Fragrances since more than 50 Years He has been a part the business since the last 34 years many customers spread across the world and a strong dealer network all over India his company has been developed blends the FMCG industry several years now Additionally he also contributes his expertise knowledge experience and advisory skills in the Natural Essential Oils Industry He has investments in media entertainment and real estate industry He is on Board Advisors Veena Hospitality Vinhav Relators

A copy the letter appointment setting out the terms and conditions will be available inspection the Shareholders through electronic mode Shareholders may write to the Company at compliance.officer@indoco.com in this regard

Copy the letter appointment Mr Abhijit Yashwant Gore (DIN: 00301688 as an Independent Director setting out the terms and conditions is available inspection by Members through electronic mode Members may write to the Company at compliance indoco com in this regard

Additional in respect Mr Abhijit Yashwant Gore (DIN: 00301688 pursuant to Regulation 36 the SEBI ( Obligations and Disclosure ) Regulations 2015 and the Secretarial Standard on General Meetings (SS 2 is given at

None the Directors or Managerial the Company and or their relatives except Mr Abhijit Yashwant Gore (DIN: 00301688 to whom the resolution relates is in any way concerned or interested or otherwise in the resolution Item No 4

Board Directors recommends the resolution in relation to the appointment Mr Abhijit Yashwant Gore (DIN: 00301688) as an Independent Director the Company as set out in Item No 4 approval the Members by way a Special Resolution

Item No. 5

Board on the recommendation the Audit Committee has approved the appointment and payment remuneration plus at actuals to M s Apte Associates Cost Auditors to conduct the audit the cost records the Company the year ending March 31 2022

In accordance with the provisions Section 148 the Act read with the Companies (Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditors has to be by the shareholder the Company

Accordingly consent the members is sought passing an Ordinary Resolution as set out in Item No 5 the Notice the remuneration payable to the Cost Auditors the year ending March 31 2022

None the Directors Managerial the Company their relatives are in any way concerned or interested in the Resolution

Board recommends the Ordinary Resolution set out at Item No 5 the Notice the approval the shareholders

Item No. 6

Accordingly Ordinary Resolution as set out in Item

in any way concerned

Board recommends the Ordinary Resolution set out at Item No

By Order the Board JAYSHANKAR MENON : Mumbai Company Secretary Date : Membership # A11067

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