Page 239 - FBL AR 2019-20

provisions of the Companies Act, 2013 (including any statutory of expenses for participation in such Board and Committee
modification(s) or re-enactment thereof for the time being in meetings.”
force) [‘Act’] and Articles of Association of the Company, the
consent of members be and is hereby accorded to pay and
distribute among the Non-Executive Directors (including
Independent Directors) of the Company (other than the By Order of the Board of Directors of
Managing Director and/or Executive/ Whole Time Directors) Fermenta Biotech Limited (formerly known as DIL Limited)
profit related commission in such manner and proportion, for
the financial year 2019-20, as may be decided by the Board of SRIKANT N. SHARMA
Directors (the ‘Board’ includes any committee thereof) within Company Secretary & Vice President (Legal)
the overall maximum limit of 1% (one percent) of the net Membership No: FCS - 3617
profits of the Company to be calculated in accordance with the
provisions of Section 197 read with Section 198 of the Act for August 28, 2020, Thane
the said financial year.
Registered Office:
RESOLVED FURTHER THAT the above commission shall be A-1501, Thane One, DIL Complex,
in addition to fees payable to the director(s) for attending Ghodbunder Road, Majiwade,
the meetings of the Board or any Committee thereof as may Thane (W) – 400 610,
be decided by the Board of Directors and reimbursement Maharashtra, India.

Notes:
1. In view of the continuing Covid-19 pandemic, the Ministry 4. The profile of Directors recommended for re-appointment
of Corporate Affairs (“MCA”) has, vide its General Circular No. and appointment at the AGM under item no. 3, 4, 5, 6 and 7 of
20/2020 dated 5th May, 2020, read with General Circular No. the Notice, as required by Listing Regulations and Secretarial
14/2020 dated 8th April, 2020 and General Circular No. 17/2020 Standard on General Meetings as specified by the Institute of
dated 13th April, 2020 and other applicable circulars (“MCA Company Secretaries of India, is furnished in the Explanatory
Circulars”) and the Securities and Exchange Board of India (SEBI) Statement to Notice. The necessary statutory consents and
vide its circular SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated declarations have been received by the Company from the
May 12, 2020 and other applicable circulars (‘SEBI Circulars’), directors for their appointment and re-appointment.
permitted the holding of the AGM through Video Conferencing 5. Since this AGM is being held through VC / OAVM, whereby
(“VC”) or Other Audio Visual Means (“OAVM”), without the physical attendance of members has been dispensed with
physical presence of the members at a common venue during and in accordance with the MCA Circulars and SEBI Circulars,
the calendar year 2020. Accordingly in compliance with the the facility to appoint a proxy to attend and/or cast vote for
provisions of the Companies Act, 2013 (“Act”), SEBI (Listing the member is not available for this AGM, the Proxy Form,
Obligations and Disclosure Requirements) Regulations, 2015 Attendance Slip and Route Map are not annexed to this Notice.
(“Listing Regulations”), MCA Circulars and SEBI Circulars, the
Company has decided to convene the AGM through VC / 6. Pursuant to the provisions of section 112 and 113 of the Act
OAVM. The venue of the AGM shall be deemed to be A-1601, read with the MCA Circulars, corporate/entity members are
Thane One, DIL Complex, Ghodbunder Road, Majiwade, Thane entitled to attend the AGM through VC/OAVM and participate
(West) - 400 610, Maharashtra. thereat and cast their votes through e-voting. Corporate/entity
members are required to send a certified copy of its board
2. Members attending the meeting through VC/OAVM shall be resolution or governing body resolution or duly executed
counted for the purposes of reckoning the quorum under authority letter/ power of attorney in pdf or jpg format,
Section 103 of the Act read with MCA Circulars and any other authorizing its representative to attend the AGM through VC/
applicable law.
OAVM on its behalf and to vote through remote e-voting or
3. The Board of Directors at its meeting held on August 28, 2020 e-voting. The said resolution shall be sent to the Scrutinizer
have considered and decided to include the Special Business appointed by the Board of Directors of the Company viz.
items in the AGM, as they are unavoidable in nature. The Mr. V. N. Deodhar (Membership No. FCS 1880), Proprietor
relevant Explanatory Statement pursuant to Section 102 of the of V.N. Deodhar & Co., Practising Company Secretaries, by
Act with respect to the special business items set out in the email through their registered email address to vndeodhar@
Notice is annexed. gmail.com with copies marked to the Company at info@
fermentabiotech.com.

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