Indokem Ltd — AGM Information 2020

Sep 29, 2020

(CIN NO.: L31300MH1964PLC013088)

Registered Office : Phone : 61236767 "KHATAU HOUSE", Ground Floor, Fax : 61236718 Mogul Lane, Mahim (West), Website : www.indokem.co.in Mumbai - 400 016.

Date: 29th September, 2020

To, The Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Scrip Code: 504092

Sub: Proceedings of 54th Annual General Meeting held on Tuesday, 29't September, 2020.

Dear Sir/ Madam,

In compliance with the requirement of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit Proceedings of 54th Annual General Meeting of the Company held today i.e., Tuesday, 29% September, 2020 through Video-conferencing (VC)/ Other Audio-Visual Means (OVAM) at 3:00 p.m.

You are requested to kindly take same on your records.

Thanking You.

Yours Sincerely,

For Indokem Limited

Oper

Rajesh D. Pisal s Company Secretary and Compliance Officer

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Summary of the Proceedings of the 54th Annual General Meeting of Indokem Limited held on Tuesday, 29t* September, 2020.

The 54 Annual General Meeting of the Members of the Company was held on Tuesday, 29% September, 2020 at 3.00 p.m through Video-Conferencing (VC)/ Other Audio-Visual Means (OAVM). The Meeting commenced on 3.00 pm and concluded at 3.10 pm. : ,

FOLLOWING DIRECTORS WERE PRESENT IN PERSON:

• 1. Mr. Mahendra K. Khatau (Chairman and Managing Director) (Chairman of AGM)
• 1. Mr. Manish M. Khatau (Whole-time Director)

FOLLOWING DIRECTORS WERE PRESENT THROUGH VC:

• 1. Mrs. Asha M. Khatau (Non-executive Director)
• 1. Mr. Kailash Pershad (Independent Director and Chairman of Audit Committee)
• 1. Mr. Bhalchandra Sontakke (Independent Director and Chairman of Stakeholders Relationship Committee and Nomination and Remuneration Committee)
• 1. Mr. Rahul Singh (Independent Director)

OTH ER PARTICIPANTS:

• 1. Mrs. Samita Tanksale (Practising Company Secretary and Scrutinizer through VC)
• 1. Ms. Rupal Parikh (Chief Financial Officer (through VC)
• 1. Mr. Rajesh D. Pisal (Company Secretary and Compliance Officer through VC)

Shri Mahendra K. Khatau (DIN: 00062794), Chairman and Managing Director of the Company chaired the meeting.

Total 38 members joined the meeting through VC.

The requisite Quorum being present, the Chairman called the Meeting to order. The Chairman thereafter welcomed all the members and directors attending the Annual General Meeting.

The Chairman informed that in view of the restrictions due to outbreak of COVID-19 and considering the social distancing norms, the AGM was conducted through VC/ OAVM. This Meeting has been convened and being conducted in accordance with the

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Circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Board Members were present at the Meeting. Chief Financial Officer, Company Secretary and Scrutinizer were also present at the Meeting.

With the consent of the members present, the Notice of the Meeting was taken as read. As there was no qualification, adverse remark or observation in the Independent Auditor's Report, the same was taken as read. The Chairman then apprised the shareholders regarding the overall performance of the Company in F.Y. 2019-20.

The members were informed that in compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI Listing Regulations and Secretarial Standard-2, the Company had extended the remote e-voting and e-voting facilities to the members of the Company in respect of businesses to be transacted at the Annual General Meeting. The remote e-voting commenced at 9.00 a.m. on 26% September, 2020 and ended at 5.00 p.m. on 28% September, 2020. Members who were present at the AGM and had not cast their vote through remote e-voting were provided an opportunity to cast their votes through e-voting during the Meeting and upto 15 minutes of the closure of AGM.

The combined results of remote e-voting and e-voting shall be declared in prescribed format under Regulation 44 of the SEBI Listing Regulations and the same shall be submitted to BSE (www.bseindia.com) and will also be put up on the Company's website (www.indokem.co.in).

The Chairman further added that, Mrs. Samita Vaibhav Tanksale, Company Secretary in Practice will act as Scrutinizer for conducting remote é-voting process in fair and transparent manner. :

The Shareholders then transacted the following items.

Ordinary Business:

• 1. Adoption of Audited Financial Statements of the Company for the financial year ended 31s March, 2020, together with the Reports of the Board of Directors and the Auditors thereon. (Ordinary Resolution)
• 1. Appointment of a Director in place of Smt. Asha M. Khatau (DIN: 00063944), who retires by rotation at the Annual General Meeting and being eligible and has offered herself for re-appointment. (Ordinary Resolution)

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Special Business:

• 1. Approval for re-appointment of Mr. Manish M. Khatau, Whole Time Director (DIN: 02952828) for a second term of 3 consecutive years, whose existing term expires on 28h February, 2021. (Special Resolution)
• 1. Approval for entering into Related Party Transactions for the Financial Year 2020-21. (Special Resolution).
• 1. Appointment of Mr. Rahul Singh (DIN:07477748) as Independent Non-executive Director. (Ordinary Resolution)

No questions of members were received in advance.

Speaker Shareholder did not participated in meeting through zoom platform provided by NSDL.

The Chairman informed that the results of e-voting together with the Scrutinizer's report with regards to above business will be displayed/ disclosed to the Stock Exchange and on the website of the Company at www.indokem.co.in

The said meeting was concluded at 3:10 p.m. with a vote of thanks.

Thanking You.

Yours Sincerely,

For INDOKEM LIMITED

Cyr

Rajesh D. Pisal Company Secretary and Complinse Officer C .