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Fineotex Chemical Limited FINEOTEX® A Speciality Chemical Producing Public Listed Company September 29, 2018 To, General Manager, The Manager, Listing Department, Listing & Compliance Department BSE limited, The National Stock Exchange of India limited P.J . Towers, Dalal Street, Exchange Plaza, Sandra Kurla Complex, Mumbai-400 001 Bandra East, Mumbai- 400051 Company code: 533333 Company code: FCL Dear Sir/Madam, Subject: Annual Report- 2017-18 of the 15th Annual General Meeting Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 please find enclosed copy of the Annual Report for the financial year 2017-18 of 15th Annual General Meeting of the Company. The above information is for your information and dissemination to the public at large. Thanking you, Yours faithfully, FOR FINEOTEX CHEMICAL LIMITED Pooja Kothari Company Secretary End: As Above FINEOTEX CHEMICAL LIMITED 42 & 43, Manorama Chambers, S. V. Road, Sandra (West), Mumbai- 400 050. lndia.Phone: (+91-22) 2655 9174/75/76/77 FINEOTEX CHEMICAL LIMITED NOTICE OF ANNUAL GENERAL MEETING (‘GOI’), the Ministry of Corporate Affairs (‘MCA’), the Reserve NOTICE is hereby given that the Fifteenth Annual General Meeting Bank of India (‘RBI’), the Securities and Exchange Board of India of the members of Fineotex Chemical Limited will be held on Friday, (‘SEBI’), BSE Limited and National Stock Exchange of India the 28th day of September, 2018 at 4:30 p.m. at Rajpuria Baugh/Hall, Limited (‘the Stock Exchanges’), and / or any other regulatory Navinbhai Thakkar Marg, Vile Parle (East), Mumbai- 400057, to / statutory authorities, the necessary approval and/or consent of transact the following business: any statutory and/or regulatory authorities, and the conditions as may be prescribed by any of them while granting any such ORDINARY BUSINESS approval and/or consent, as may be agreed to by the Board of 1. To receive, consider and adopt the Audited Financial Statements Directors of the Company, (hereinafter referred to as “Board”, and Audited Consolidated Financial Statements for the financial which term shall be deemed to include any committee constituted year ended March 31, 2018, together with the Reports of the by the Board or any person(s) authorized by the Board in this Board of Directors’ and Auditors’ thereon. regard), the consent of the members of the Company be and is hereby accorded to the Board to create, issue, offer and allot at 2. To confirm interim dividend declared and in this regard, pass the an appropriate time (including with provisions for reservation on following resolution as an Ordinary Resolution: firm and/or competitive basis, of such part of issue and for such “RESOLVED THAT interim dividend at the rate of Rs. 0.20 categories of persons as may be permitted), in the course of one (Twenty paise only) per equity share of Rs. 2/- (Rupees Two only) or more domestic with or without green shoe options, to eligible each declared by the Board of Directors of the Company at its investors (whether or not such investors are members of the meeting held on February 14, 2018, be and is hereby confirmed Company, or whether or not such investors are Indian or foreign, as final dividend for the financial year ended March 31, 2018.” including, without limitation, financial institutions, commercial banks, mutual funds, foreign institutional investors, multilateral SPECIAL BUSINESS and bilateral development financial institutions, venture capital 3. Raising of Funds through Issue of Securities funds, foreign venture capital investors, insurance companies and other qualified institutional buyers as permitted by applicable To consider and if thought fit, to pass with or without statutes and regulations from time to time), whether by way of modification(s), the following resolution as aSpecial Resolution: a public offering or by way of a Qualified Institutions Placement “RESOLVED that pursuant to Section 23, 42, 62 and other (‘QIP’) or any other method and whether by way of circulation applicable provisions of the Companies Act, 2013, and the of an offering circular or registration statement or prospectus or Companies (Prospectus and Allotment of Securities) Rules, 2014, placement document or private placement offer letter and/or other the Companies (Share Capital and Debentures) Rules, 2014 and letter or circular (‘Offering Document/Disclosure Document / such others rules and regulations made there under (including Information Memorandum’) or otherwise, securities including any amendments, statutory modification(s) and / or reenactment inter alia equity shares (‘the Equity Shares’) and/or instruments thereof for the time being in force) (the “Companies Act”) or securities convertible into equity shares of the Company and/ and in accordance with the relevant provisions of the Securities or convertible preference shares and/or convertible debentures or and Exchange Board of India (Issue of Capital and Disclosure bonds (compulsorily and/or optionally, fully and/or partly), and/or Requirements) Regulations, 2009 (including any amendments, non-convertible debentures with warrants and/or securities with statutory modification(s) and / or reenactment thereof for the time or without detachable/non-detachable warrants and/or warrants being in force) (the “ICDR Regulations”), and subject to all with a right exercisable by the warrant holder to subscribe for applicable statutory and regulatory requirements, (including inter equity shares, or by any one or more or a combination of the alia the relevant date on the basis of which price of the Securities above or otherwise, up to an amount of Rs.100 crore, (hereinafter or the resultant shares are determined being in compliance with referred to as “Securities”), with or without premium, to be applicable statutory and/or regulatory parameters), the relevant denominated in Indian rupees or foreign currency, as the case provisions of the Memorandum and Articles of Association of may be and such issue and allotment to be made in one or more the Company, the SEBI (Listing Obligations and Disclosure tranche or tranches, for cash, at such price or prices, in terms of Requirements) Regulations, 2015 and to the extent applicable, the applicable regulations and as permitted under the applicable the provisions of the Foreign Exchange Management Act, 1999, laws, in consultation with the Merchant Banker(s) and/or other (including any amendments, statutory modification(s) and / or re- Advisor(s) or otherwise and on such other terms and conditions as enactment thereof for the time being in force) (‘the FEMA’), the may be decided and deemed appropriate by the Board at the time Consolidated FDI Policy issued by the Department of Industrial of issue or allotment. Policy and Promotion, Ministry of Commerce and Industry, (a) RESOLVED FURTHER THAT, if the Company proposes to Government of India and the Foreign Exchange Management allot any securities pursuant to a qualified institutional placement (Transfer or Issue of Securities by a Person Resident outside (“QIP”), India) Regulations, 2017, (including any amendments, statutory modification(s) and / or re-enactment thereof for the time being i. the allotment of Securities shall be completed within 12 in force) and all other statutes, rules, regulations, guidelines, months from the date of passing of the Special Resolution notifications, circulars and clarifications as may be applicable, as or such other time as may be allowed under the ICDR amended from time to time, issued by the Government of India Regulations from time to time 1 FCL ii. of equity shares, then, the relevant date shall be the date on required) and to pay any fees, commission, costs, charges and which the Board decides to open the said issue, and/or, of other outgoings in connection therewith; convertible securities, then, the relevant date shall be the (vi) to provide such declarations, affidavits, certificates, consents and/ date on which the relevant allottees of the said convertible or authorities as required from time to time, to amend or modify securities are eligible to apply for equity shares of the any of the above agreements, powers or documents as required; Company. (vii) seek any consents and approvals, including inter alia, the consent iii. the QIP shall be made at such price not less than the price from the Company’s lenders, parties with whom the Company determined in accordance with the pricing formula provided has entered into agreements with and from concerned statutory under the ICDR Regulations (‘QIP Floor Price’) and the and regulatory authorities; price determined for a QIP shall be subject to appropriate adjustments as per the provisions of Regulation 85(4) of (viii) file requisite documents with the SEBI, Stock Exchanges, the the ICDR Regulations, as may be applicable and the Board Government of India, the Reserve Bank of India and any other may, at its absolute discretion, may offer a discount of not statutory and/or regulatory authorities and any amendments, more than 5% (five per cent) or such other percentage as supplements or additional documents in relation thereto as may may be permitted under applicable law on the QIP Floor be required; Price. (ix) seeking the listing of the Securities on any Stock Exchange/s, (b) RESOLVED FURTHER THAT, the Equity Shares as may be submitting the listing application to such stock exchange/s and required to be issued and allotted in accordance with the terms of taking all actions that may be necessary in connection with the offer shall rank pari passu
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