Page 248 - FBL AR 2019-20

Fermenta Biotech Limited
Annual Report 2019-20

A brief profile of Mr. Satish Varma as required under the Listing In view of:
Regulations and Secretarial Standards on General Meetings (a) the contribution made by the NEDs to the Company in their
as specified by the Institute of Company Secretaries of India respective areas of competency and expertise and in value
is provided as an Annexure to this notice along with the adding and advancing the decisions of the Board by aligning
information required to be provided under Part II, Section II (iv) with the overall objectives and vision of the Company; and
of Schedule V of the Companies Act, 2013. The Company has
received notice under Section 160 of the Act from a member (b) the recommendation made by the Nomination and
proposing his candidature for the office of Director on the Remuneration Committee and the Board of directors, at their
Board of Directors of the Company. Mr. Satish Varma shall be respective meetings held on August 28, 2020, to pay profit
liable for retirement by rotation in terms of section 152 of the related commission up to 1% of net profits of the Company
Act. calculated in accordance with Section 198 of the Act (‘net
profits’), members are requested to accord their approval
The Board of Directors recommends the relevant resolution for to pay profit related Commission to those NEDs (including
approval of the members as Special Resolution.
Independent Directors) of the Company who were directors
The agreement dated September 26, 2019 executed between of the Company as on March 31, 2020 in such manner and
the Company and Mr. Satish Varma for the said appointment proportion as may be decided by the Board of Directors for
referred to in the proposed resolution shall be made available the financial year 2019-20, within the overall maximum limit
for inspection of the members as set out under ‘Documents for of 1% (one percent) of the net profits of the Company to be
inspection’ in the Notes to the Notice. calculated in accordance with the provisions of Section 197
read with Sec 198 of the Companies Act, 2013, subject to the
Except Mr. Satish Varma, none of the Directors and the Key
Managerial Personnel of the Company including their relatives provision of Section 197 of the Act.
is concerned or interested in the above appointment. The Board of Directors therefore recommends this resolution for
approval of the Members of the Company as a Special Resolution.
Item No. 8
Except NEDs in their capacity as directors and to the extent of the
Section 148 of the Companies Act, 2013 read with Companies (Audit commission (if approved) payable to them vide this resolution, none
and Auditors) Rules, 2014 (as amended from time to time) provides of the Directors and the Key Managerial Personnel of the Company
that the remuneration of the Cost Auditor as recommended by the including their relatives is concerned or interested in the resolution.
Audit Committee shall be considered and approved by the Board of
Directors of the Company and thereafter ratified by the members of
the Company.
Based on the recommendation of the Audit Committee, the Board
of Directors has approved the appointment of D. C. Dave & Co., Cost
Accountants [Firm Registration Number– 000611], as Cost Auditors
of the Company and their remuneration of Rs. 2,75,000 (Rupees Two
Lakhs Seventy Five Thousand only) for the financial year 2020- 21.
By Order of the Board of Directors of
The Board of Directors, therefore, recommends this resolution for Fermenta Biotech Limited (formerly known as DIL Limited)
ratification by members of the Company, as an Ordinary Resolution.
None of the Directors and the Key Managerial Personnel of the SRIKANT N. SHARMA
Company including their relatives is in any way interested or Company Secretary & Vice President (Legal)
concerned in this resolution. Membership No: FCS - 3617

Item No. 9 August 28, 2020, Thane
The members are informed that as per the provisions of Section 197 Registered Office:
of the Companies Act, 2013 (‘Act’), Non- Executive Directors (NEDs) A-1501, Thane One, DIL Complex,
of the Company can be paid profit related commission up to 1% of Ghodbunder Road, Majiwade,
net profits of the Company calculated in accordance with Section Thane (W) – 400 610,
198 of the Act (‘net profits’), subject to members’ approval. Maharashtra, India.

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