Emcure NOTICE NOTICE is hereby given that the 39th (Thirty-Nine) Annual General Meeting of the Members of Emcure Pharmaceuticals Li mited will be held on Friday, August 21, 2020 at 12.00 Noon at the Corporate Offi ce of the Company at Plot No. P2, IT-BT Park, Phase II, M.1.D.C. , Hinjawadi, Pune -411 057 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider, approve and adopt: a) the Audited Standalone Financial Statements for the Financial Year ended on March 31, 2020 together with the reports of the Board of Directors and Auditors thereon. b) the Audited Consolidated Financial Statements for the Financial Year ended on March 31, 2020 together with the report of the Auditors thereon. 2. To confi rm interim dividend paid as fi nal dividend on Equity Shares for the fi nancial year ended on March 31, 2020. 3. To appoint a Director in place of Mrs. Namita Thapar (DIN: 05318899), Whole-time Director & CFO, who retires by rotation, and being eligible, off ers herself for re- appointment as per Section 152(6) of the Companies Act, 2013. Emcure Pharmaceuticals Li mited Registered Office: Emcure House, T-184, M.I.D.C., Bhosari, Pune - 411 026. INDIA Phone Nos.:+ 91 20 - 30610000, 40700000 Fax No.: 91 20 - 30610111 E-mail : corporate@emcure.co.in Website: www .emcure.com CIN: U24231PN1981PLC024251
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Emcureby the Board of Directors of the Company to be paid to M/s B.M Sharma & Co., Cost Emcure Pharmaceuticals Limited Registered Office: Emcure House, T-184, M.I.D.C., Bhosari, Pune
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Emcure
NOTICE
NOTICE is hereby given that the 39th (Thirty-Nine) Annual General Meeting of the Members
of Emcure Pharmaceuticals Limited will be held on Friday, August 21, 2020 at 12.00 Noon at
the Corporate Office of the Company at Plot No. P2, IT-BT Park, Phase II, M.1.D.C., Hinjawadi,
Pune -411 057 to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider, approve and adopt:
a) the Audited Standalone Financial Statements for the Financial Year ended on March
31, 2020 together with the reports of the Board of Directors and Auditors thereon.
b) the Audited Consolidated Financial Statements for the Financial Year ended on March
31, 2020 together with the report of the Auditors thereon.
2. To confirm interim dividend paid as final dividend on Equity Shares for the financial year
ended on March 31, 2020.
3. To appoint a Director in place of Mrs. Namita Thapar (DIN: 05318899), Whole-time
Director & CFO, who retires by rotation, and being eligible, offers herself for re
appointment as per Section 152(6) of the Companies Act, 2013.
Emcure Pharmaceuticals Limited Registered Office: Emcure House, T-184, M.I.D.C., Bhosari, Pune - 411 026. INDIA
4. Appointment of Mr. Palamadai Sundararajan Jayakumar (DIN - 01173236) as an
Independent Director of the Company:
To consider and, if thought fit, to pass with or without modification(s), the following
Resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Mr. Palamadai Sundararajan Jayakumar (DIN - 01173236), who was appointed as additional Director (Non-Executive & Independent) of the Company w.e.f. July 22, 2020 under Section 161 of the Act, and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and in respect of whom the Company has received a notice in writing from a member under Section 160 (1) of the Act proposing his candidature for the office of Director and who is eligible for appointment, his appointment as an Independent Director of the Company be and is hereby ratified, not liable to retire by rotation, for a term of 3 (three) consecutive years commencing w.e.f. July 22, 2020 up to July 21, 2023."
5. Ratification of remuneration payable to Cost Auditors for the Financial Year 2020-21:
To consider and, if thought fit, to pass with or without modification(s), the following
Resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable
provisions, if any, ofthe Companies Act, 2013 and The Companies (Audit and Auditors)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force), the remuneration of Rs. 7,50,000/- (Rupees Seven Lakhs Fifty
Thousands Only) exciuding applicable taxes and reimbursement of actual travel and
out of pocket expenses for the Financial Year ending on March 31, 2021 as approved
by the Board of Directors of the Company to be paid to M/s B.M Sharma & Co., Cost
Emcure Pharmaceuticals Limited Registered Office: Emcure House, T-184, M.I.D.C., Bhosari, Pune - 411 026. INDIA
Emcure EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
This Explanatory Statement together with the accompanying Notice may also be regarded as
a disclosure in accordance with the Secretarial Standard on General Meetings {SS-2) of ICSI
Item No. 4:
Appointment of Mr. Palamadai Sundararajan Jayakumar (DIN - 01173236) as, an
Independent Director of the Company:
The Company had, pursuant to the provisions of Section 161{1) and Section 149 of the Companies Act, 2013 (The Act) read with the relevant rules thereunder, appointed Mr. Palamadai Sundararajan Jayakumar as an Additional Director (Non-Executive - Independent Director) at a Board Meeting held on July 22, 2020.
Based on the recommendation of Nomination and Remuneration Committee, the Board recommended the appointment of Mr. Jayakumar as an Independent Directors for a term of 3 years with effect from July 22, 2020 up to July 21, 2023. He shall not be liable to retire by rotation.
Mr. Jayakumar, Non-executive Director of the Company had given a declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act. In the opinion of the Board, the Director fulfills the conditions specified in the Act & the Rules framed thereunder for appointment of Independent Director and possesses appropriate skills, experience and knowledge in the field of finance.
In compliance with the provisions of Section 149, read with Schedule IV of the Act, the appointment of Mr . .Jayakumar as an Independent Director rs now being placed before the members for their approval and ratification.
In terms of the provisions of Section 160 of the companies Act, 2013, the Company has received a notice form a member proposing the candidature of Mr. Jayakumar, as an Independent Director.
In terms and conditions of his appointment shall be open for inspection by the members at the Registered Office of the Company during normal business hours on any working day and also at the venue of Annual General Meeting till conclusion of Annual General Meeting.
A brief Profile of Mr. Jayakumar is given below:
Emcure Pharmaceuticals Limited Registered Office: Emcure House, T-184, M.1.0.C., Bhosari, Pune - 411 026. INDIA
1. Master in Commerce, University of Chennai (1984) 2. Chartered Accountant, Institute of Chartered Accountants of India (1984) 3. MBA: XLRI Jamshedpur (1986).
B) Work Experiences
1) Citibank - April 1986 to March 2008 2) Entrepreneur and Managing Director/CEO, April 2008- October 2015 3) Bank of Baroda October 2015- October 2019, India's 2nd largest bank Govt.
owned Bank 4) Current Roles/ Position:
I. New Venture-
(i) Farm and Rural Credit Mission Ltd. (ii) Partner, st;M Capital Advisors Ltd
II. Board Position, Independent and Non-Executive
(i) Non Executive Chair-Tata Motor Finance Holdings, Independent Director Tata Motor Finance Ltd and Tata Motor Special Solutions Ltd. All these three companies collectively provide captive finance to commercial vehicles and passenger cars of Tata Motors and provide refinance for commercial vehicle across all manufacturers. Currently working to assist the Group in market expansion and risk management.
(ii) Non Executive Chair- Perfios Account Aggregator Ltd, a Bangalore based fintech that is focused on adoption of open banking in India. Open Banking is being launched by the RBI in the last quarter of this calendar year and supporting the Management team in the evangelisation and launch of open banking platform.
None of the Directors and Key Managerial Personnel of the Company and their relatives are,
in any way, concerned or interested, financially or otherwise, in the resolution set out at Item
No. 4 of the Notice.
Emcure Pharmaceuticals Limited Regl$tered Office: Emcure House, T-184, M.I.D.C., Bhosari, Pune - 411 026. INDIA
Emcure DETAILS OF DIRECTORS UNDER SS 2 - SECRETARIAL STANDARDS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE
FORTHCOMING ANNUAL GENERAL MEETING (AGM) FOR THE ITEM NUMBER 3 AND 4:
Name of the Director Mrs. Namita Vikas Thapar Mr. Palamadai Sundararajan Jayakumar Age (Yrs.) 43 years 58 years Nationality lndian Indian Date of first Appointment on July 28, 2014 July 22, 2020 the Board
-- Relationship with other Daughter of Mr. Satish Rarnanlal Mehta, NIL Directors of the Company Managing Director
- Area of Expertise Finance. HR and fv1arketing Banking, Finance & Legal Qualifications B.Com, Member of Institute of Chartered r M.Co~M;:;ibcr of Institute of Chartered
Accountants of India, I Accountants of India, Master in Business
Master in Business Administration ( Finance) Adm in istra tic n -
Experience 20 Years 34 years -
Directorships held in other Zuventus Healthcare Limited Perfios /\ccount /\ggregation Services Companies* Thapar Ventures Private Limited Private Limited
No. of Board Meetings 6 out of 5 Nil attended during FY 2019-20 No. of Shares held in the 63,39,800 (3.51%) Nil Company as on 31/03/20 and
I % of Paid-up Share Capital
*Directorships includes Directorship of other Companies/ Body Corporates and Committee memberships includes Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Investor Grievance committee of Public Limited Company (whether Listed or not). ,,_.
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Registered Office:
Emcure House, T-184, M.I.D.C, Bhosari, Pune- 411026 (Maharashtra) Place: Pune Date: July 27, 2020
By Order of the Board For Emcure Pharmaceuticals Limited
Jayant Prakash Company Secretary
Emcure Pharmaceuticals Limited Registered Office: Emcure House, T-184, M.1.0.C., Bhosari, Pune - 411 026. INDIA
I/ We certify that I/ We am/are a member/proxy for the member of the Company.
I/We hereby record my/ our presence at the 39th Annual General Meeting of the Company held on Friday, August 21, 2C20 at Corporate Office, Plot No. P2, IT-BT Park, Phase II, M.I.D.C., Hinjawadi, Pune -411 057 at 12.00 Noon.
Name of attending Member/Proxy Member's/ Proxy's Signature (To be signed at the time of handing over this slip)
Note:
1. Sign this attendance slip and hand it ova at the Annual General Meeting venue. 2. Bodies corporate, whether a Company or not, who are members, may attend through
their authorized representatives appointed under Section 113 of the Companies Act, 2013. A copy of authorization should be deposited with the Company.
3. In case of shares held in De mat/Electronic Form, the signature of the Beneficial Owner is liable for verification with the record furnished to the Company by NSDL/CDSL.
4. The map to reach the AGM venue is given overleaf.