Page 238 - FBL AR 2019-20

Fermenta Biotech Limited
Annual Report 2019-20

“RESOLVED THAT pursuant to the provisions of Section of the Company, the Nomination and Remuneration Policy
196, 197 and 203 read with Schedule V and other applicable of the Company, and based on the recommendation of the
provisions, if any, of the Companies Act, 2013 and Rules Nomination and Remuneration Committee and the Board of
made thereunder (including any statutory modification(s) Directors respectively, the consent of the Company be and is
or re-enactment thereof from time to time), and applicable hereby accorded to the appointment of Mr. Satish Varma (DIN:
provisions of Securities and Exchange Board of India (Listing 00003255) as an Executive Director of the Company (‘Executive
Obligations and Disclosure Requirements) Regulations, 2015, Director’) for a period of 3 (three) years commencing from
in accordance to the provisions of the Articles of Association September 27, 2019 to September 26, 2022 as per the salary,
of the Company, the Nomination and Remuneration Policy perquisites, terms and conditions as set out in the agreement
of the Company, and based on the recommendation of the dated September 27, 2019 entered into between the Company
Nomination and Remuneration Committee and the Board of and the Executive Director (‘Agreement’), which inter alia, are
Directors respectively, the consent of the Company be and is set out in the Explanatory statement;
hereby accorded to the appointment of Ms. Anupama Datla RESOLVED FURTHER THAT the total remuneration including
Desai (DIN: 00217027) as an Executive Director of the Company perquisites payable to the Executive Director as per the
(‘Executive Director’) for a period of 3 (three) years commencing Agreement shall be subject to the overall ceilings laid down in
from September 27, 2019 to September 26, 2022 as per the Section 197 read with Schedule V of the Companies Act, 2013;
salary, perquisites, terms and conditions as set out in the
agreement dated September 27, 2019 entered into between RESOLVED FURTHER THAT notwithstanding anything
the Company and the Executive Director (‘Agreement’), which contained hereinabove, where in any financial year during the
inter alia, are set out in the Explanatory statement; tenure of the Executive Director, the Company has no profits
or its profits are inadequate, the remuneration of the Executive
RESOLVED FURTHER THAT the total remuneration including Director shall be decided as per the provisions of Schedule V to
perquisites payable to the Executive Director as per the the Act including any amendment thereof .
Agreement shall be subject to the overall ceilings laid down in
Section 197 read with Schedule V of the Companies Act, 2013; RESOLVED FURTHER THAT the Board be and is hereby
authorised to alter or vary terms of remuneration of the
RESOLVED FURTHER THAT notwithstanding anything Executive Director as it may deem fit from time to time within
contained hereinabove, where in any financial year during the the remuneration limits stated in the Explanatory Statement
tenure of the Executive Director, the Company has no profits and the Agreement;
or its profits are inadequate, the remuneration of the Executive
Director shall be decided as per the provisions of Schedule V to RESOLVED FURTHER THAT the Board be and is hereby
the Act including any amendment thereof . authorised to do all such acts, deeds, matters and things as may
be deemed necessary to give effect to this resolution.”
RESOLVED FURTHER THAT the Board be and is hereby
authorised to alter or vary terms of remuneration of the 8. To consider, and if thought fit, pass with or without modification,
Executive Director as it may deem fit from time to time within the following resolution as an Ordinary Resolution:
the remuneration limits stated in the Explanatory Statement Remuneration of Cost Auditor of the Company
and the Agreement;
“RESOLVED THAT pursuant to provisions of Section 148
RESOLVED FURTHER THAT the Board be and is hereby and other applicable provisions, if any, of the Companies
authorised to do all such acts, deeds, matters and things as may Act, 2013 read with the Companies (Audit and Auditors)
be deemed necessary to give effect to this resolution.”
Rules, 2014 (including any statutory modification(s) or re-
7. To consider, and if thought fit, pass with or without enactment thereof for time being in force), the members of
modification(s), the following resolution as a Special Resolution: the Company hereby ratify the payment of remuneration of
Rs. 2,75,000 (Rupees Two lakhs Seventy Five Thousand only)
Appointment of Mr. Satish Varma, as an Executive Director plus taxes as applicable and reimbursement of out of pocket
of the Company for a period of three years effective from expenses, if any, to M/s D. C. Dave & Co., Cost Accountants (Firm
September 27, 2019
Registration Number – 000611) [‘Cost Auditor’] to conduct the
“RESOLVED THAT pursuant to the provisions of Section cost audit in respect of applicable product(s) manufactured by
196, 197 and 203 read with Schedule V and other applicable the Company for the financial year ending on March 31, 2021”.
provisions, if any, of the Companies Act, 2013 and Rules 9. To Consider, and if thought fit, to pass with or without
made thereunder (including any statutory modification(s) modification, the following as a Special Resolution:
or re-enactment thereof from time to time), and applicable
provisions of Securities and Exchange Board of India (Listing Commission to Non-Executive Directors
Obligations and Disclosure Requirements) Regulations, 2015, “RESOLVED THAT subject to the provisions of Section 197, 198
in accordance to the provisions of the Articles of Association
including rules made thereunder and any other applicable

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