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To, T O , the Secretary Asst y FUTURE FUTURE CONSUMER LIMITED (Formerly Future Consumer Enterprise Limited) CO N S U M E R 2= Corporate Office : 247 Park, Tower “C”, 8th Floor, LBS a Vikhroli (W), Mumbai- 400 083 é (T) +91 22 6119 0000 | www.futureconsumer.in © Regd. Office : Knowledge House, Shyam Nagar, Off JVLR, Jogeshwari (East), Mumbai - 400 060 ~ the tay en (T) +91 22 6644 2200 | CIN: L52602MH1996PLC192090 3™ December, 2020 To, T o , The Secretary Asst. Vice President - Listing Department of Corporate Services N a t i o n a l Stock Exchange o f I n d i a Limited BSE Limited Exchange P l a z a , Bandra Kurla C o m p l e x , Phiroze Jeeyeebhoy Towers, Bandra (East), Mumbai-400 051 Dalal Street, Mumbai-400 001 Scrip Code : FCONSUMER Scrip Code: 533400 Debt Scrip Code: 956887 Dear Sir / Madam, Sub: Annual Report for financial year 2019-20 and Notice of Annual General Meeting of the Members of the Company Please take note that the Twenty-fourth Annual General Meeting of the Members of Future Consumer Limited (“AGM”) is scheduled to be held on Tuesday, 29" December, 2020 at 2.00 p.m through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”). In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find enclosed herewith Annual Report for the financial year 2019-20 together with Notice calling the aforesaid AGM. The Annual Report for the financial year 2019-20 along with the Notice of the AGM is also made available on the website of the Company, www.futureconsumer.in. Kindly take the same on record. Thanking you, Yours truly, For Future Consumer Limited % Manoj Gagvani Company Secketary & Head — Legal Encl.: as above Future Consumer Limited 1 FUTURE CONSUMER LIMITED Corporate Identity Number (CIN): L52602MH1996PLC192090 Registered Office: Knowledge House, Shyam Nagar, Off. Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai – 400 060 Tel. No: +91 22 6644 2200 Fax: +91 22 6644 2201 Email ID: [email protected] Website: www.futureconsumer.in Notice is hereby given that the Twenty Fourth Annual General NOTES: Meeting of the Members of Future Consumer Limited (the 1) The Explanatory Statement pursuant to Section 102 of the “Company”) will be held on Tuesday, 29th December, 2020 at Companies Act, 2013 (“the Act”), in respect of the Special 2:00 p.m. through Video Conferencing / Other Audio (“VC”) Businesses to be transacted at the Annual General Meeting Visual Means to transact the following businesses: (“OAVM”) (“AGM”), is annexed hereto. ORDINARY BUSINESS: 2) In view of the outbreak of COVID-19 pandemic and 1. To consider and adopt the audited Financial Statements of continuing nationwide lock down and social distancing the Company for the year ended 31st March, 2020 together norms, the Ministry of Corporate Affairs (“MCA”) has, vide th with the Reports of the Board of Directors and Auditors General Circular No. 14/2020 dated 8 April, 2020 read th thereon. with General Circular No. 17/2020 dated 13 April, 2020 and General Circular No. 20/2020 dated 5th May, 2020 2. To appoint a Director in place of Mr. K K Rathi (DIN: (collectively referred to as “MCA Circulars”) permitted the 00040094), who retires by rotation and being eligible, offers holding of AGM through VC / OAVM, without the physical himself for re-appointment. presence of the Members at a common venue, subject to 3. To appoint a Director in place of Mr. Narendra Baheti (DIN: compliance of various conditions mentioned therein. In 00057255), who retires by rotation and being eligible, offers compliance with the provisions of the Act, SEBI (Listing himself for re-appointment. Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) and MCA SPECIAL BUSINESS: Circulars, the AGM of the Company is being held through VC / OAVM. 4. Appointment of Ms. Neelam Chhiber (DIN: 00838007) as an Independent Director 3) Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy To consider and if thought fit to pass with or without to attend and vote on his/ her behalf and the proxy need modification(s), the following resolution as an Ordinary not be a Member of the Company. Since this AGM is being Resolution: held pursuant to the MCA Circulars through VC / OAVM, “RESOLVED THAT pursuant to the provisions of Section physical attendance of Members has been dispensed with. 149 and 152 read with Schedule IV and other applicable Accordingly, the facility for appointment of proxies by the provisions, if any, of the Companies Act, 2013 and Rules Members will not be available for the AGM and hence the framed thereunder (including any amendments, statutory Proxy Form and Attendance Slip are not annexed to this modification(s) or re-enactments thereof for the time being Notice. in force), Ms. Neelam Chhiber (DIN: 00838007), who was 4) Corporate Members can authorize representative(s) appointed as an Additional Director of the Company by to attend the AGM and are requested to send a the Board of Directors and who holds office upto the date certified copy of the Board Resolution authorizing their of this Annual General Meeting and in respect of whom the representative or the authority letter or power of attorney Company has received a notice in writing under Section 160 of the board of directors or other governing body of the of the Companies Act, 2013, from a Member, proposing the body corporate authorizing their representative to attend candidature of Ms. Neelam Chhiber for the office of Director, and vote on their behalf at the AGM through email at be and is hereby appointed as an ‘Independent Director’ of [email protected] the Company for a period of 5 (Five) years with effect from 5) In compliance with the aforesaid MCA Circulars and Circular 25th June, 2020.” No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May By Order of the Board of Directors 2020 issued by the Securities and Exchange Board of India, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members Manoj Gagvani whose email addresses are registered with the Company/ Place: Mumbai Company Secretary & Head-Legal Depositories. Members may note that the Notice and Annual th Date: 10 July, 2020 ACS: 10652 Report 2019-20 will also be available on the Company’s website Registered Office: www.futureconsumer.in, website of the Stock Exchanges Knowledge House, Shyam Nagar, i.e. BSE Limited (“BSE”) and National Stock Exchange Off. Jogeshwari - Vikhroli Link Road, of India Limited (“NSE”) at www.bseindia.com and Jogeshwari (East), Mumbai - 400 060. www.nseindia.com respectively, and on the website of NSDL www.evoting.nsdl.com. Annual Report 2019-20 2 6) Those Members, whose email address is not registered with 13) Since the AGM will be held through VC / OAVM, the Route the Company or with their respective Depository Participants, Map is not annexed to this Notice. and who wish to receive the Notice of the 24th AGM and the 14) Members seeking any information with regard to Annual Report for the financial year 2019-20 and all other the accounts or any matter to be placed at the communication sent by the Company, from time to time, can AGM, are requested to write to the Company on get their email address registered with the Company. The or before 28th December, 2020 through email on process of registration of email ids is given in the instruction [email protected]. The same will be replied for evoting. by the Company suitably. 7) The quorum of the Meeting of the Shareholders shall be 30 15) The Register of Directors and Key Managerial Personnel and (thirty) shareholders of the Company and the Shareholders their shareholdings, maintained under Section 170 of the attending the AGM through VC/ OAVM shall be counted for Act and the Register of Contracts or Arrangements in which the purpose of reckoning the quorum under Section 103 of Directors are interested, maintained under Section 189 of the Companies Act, 2013. the Act and the Certificate from Auditors of the Company in 8) The Members of the Company had appointed accordance with the Securities and Exchange Board of India M/s. S R B C & CO LLP, Chartered Accountants, as the (Share Based Employee Benefits) Regulations, 2014, will be Statutory Auditors of the Company for a term of 5 years, made available for inspection by the Members electronically to hold office from the conclusion of the st21 AGM of the during the AGM on the website of the Company www. Company till the conclusion of the 26th AGM of the Company, futureconsumer.in. subject to ratification of their appointment by the Members at 16) All documents in respect of items referred to in the every AGM. In accordance with the provisions of Companies accompanying Notice and the Explanatory Statement th Amendment Act, 2017, which has been notified on 7 May, shall be available for inspection electronically, 2018 by Ministry of Corporate Affairs, the appointment upon request being sent by the Member on of Statutory Auditors is not required to be ratified at every [email protected]. The aforesaid documents AGM. Accordingly, no resolution is proposed for ratification will also be available for inspection through electronic mode of appointment of Statutory Auditors in the notice calling this by Members during the AGM on the website of the Company AGM. www.futureconsumer.in. 9) Members are requested to send all communications relating 17) The Members who would like to express their views to shares to the Registrar and Share Transfer Agents of the or ask questions during the AGM may register Company at the following address: themselves as a speaker by sending request at [email protected] mentioning their name, Link Intime India Private Limited st DP ID and Client ID/folio number, PAN and mobile number.
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