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BETA DRUGS LIMITED
BDL/PKL/SEC/201829th September, 2018
National Stock Exchange of India Limited
Exchange Plaza
Bandra Kurla Complex
Bandra East
Mumbai 400051
Symbol: BETA
SUB: OUTCOME OF THE :13TH ANNUAL GENERAL MEETING HELD ON FRIDAY, 28TH DAY OF
SETEMBER, 2018-DISCLOSURE OF INFORMATION UNDER SECURITIES AND EXCHANGE BOARD
OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
Dear Sir,
As per the requirement to Regulation 30(2) of SEBI (LODR) Regulations, 2015, Please find
enclosed herewith the prOceedings of 13th Annual General Meeting of the members of Beta
Drugs Limited held on Friday, 28th September, 2018 at Hotel Holiday Inn, City Centre, Zirakpur—
Panchkula-Kalka Highway,ISector-3, Panchkula, Haryana 134109.
You are requested to kindly take this information onrecord.
Thanking You
Your’s faithfully
For Bieta Drugs Ltd.s
Qfxlwfir/Raljni’l'lrrarC/Ompany Secretary
CIN No.: U24230HP2005PLC028969
Admin. Office : SCO 184, Sector-5, Panchkula-134 114 Haryana (INDIA) Phone: +91-172-2585481-482-483
Export & Mktd Office : 1101, 11th Floor, Peninsula Park, Andheri West, Mumbai — 400053, Phone NO. : +91-022-62360443
Registered Office 8: Works: Vill. Nandpur, Lodhimajra Road, Tehsil. : Baddi, Distt. Solan, H.P. Phone NO. : 01795-236196
Website :_www.betaprugslimited.oom
. E-Mail __info@betadrugslimited.com
www.adleylab.com -:'
sales@adleylab.com
PROCEEDINGS or THE 13th ANNUAL GENERAL MEETING HELD
ON 28TH SEPTEMBER. 2018
(Under Regulation 30 of SEBI [LODRI Regulations, 2015)
The 13th Annual General Meeting of the company was held at Hotel Holiday Inn, City Centre,
Zirakpur—PanchkuIa-Kalka Highway, Sector 3, Panchkula, Haryana 134109 on Friday, the 28th day
of September, 2018 at 11.30 am.
Mr. Vijay Kumar Batra, Chairman ofthe Meeting occupied the Chair.
The requisite quorum being present, the chairman called the meeting in order.
The necessary Registers pursuant to the Companies Act, 2013 and documents mentioned in the notice
calling 13th Annual general meeting are open and available for inspection.
With the consent of the members present, the Notice convening the meeting were taken as read.
Thereafter, the following business items were put for shareholder’s approval:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements for the financial year
ended 315t March, 2018 and the Reports of Directors’ and Auditors’ thereon.
Proposed by Mr. Gurvinder Singh Bhullar Seconded by Mr. Rahul Batra
”RESOLVED THAT the Annual Accounts of the Company for the financial year period ended
on 31St March, 2018 together with the Director’s and Auditor’s Report thereon, as
circulated to the Members be and are hereby approved and adopted."
The resolution was put to voting by poll by members. All members present voted in favour
of the resolution. The: Chairman declared that resolution has been passed unanimously.
2. To appoint a Director in place of Mr. Rahul Batra (DIN: 02229234), who retires by
rotation and being eligible, offers himself for re appointment.
Proposed by Mrs. Apneet Kahlon Seconded by Mr. Varun Batra
”RESOLVED THAT Mr. Rahul Batra who retire by rotation but being eligible has offered
himself to be re—appointed as a Director of the Company be and is hereby appointed as a
Whole Time Director of the Company, liable to retire by rotation.”
The resolution was put to voting by poll by members. All members present voted in favour
of the resolution. The Chairman declared that resolution has been passed unanimously.
3. To appoint a Director in place of Mr. Balwant Singh (DIN: 01089968), who retires by
rotation and being eligible, offers himself for re appointment.
Proposed by Mr. Madan Lal Goel Seconded by Mr. Jai Bhagwan
”RESOLVED THAT Mr.Balwant Singh who retire by rotation but being eligible has offered
himself to be re—appointed as a Director of the Company be and is hereby appointed as a
Whole Time Director of the Company, liable to retire by rotation."
The resolution was put to voting by poll by members. All members present voted in favour
of the resolution. The Chairman declared that resolution has been passed unanimously.
SPECIAL BUSINESS:
4. Appointment of Mr Rohit Parti (DIN:-07889944) as an Independent Director of the
Company.
Mr Abhinav Gupta moved & proposed ordinary resolution regarding the appointment of Mr
Rohit Parti (DIN:—078l89944) as an independent Director of the Company, which was
seconded by Mr. Gurvinder Singh Bhullar.
”RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule
IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act”) and the
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modificatio§n(s) or re—enactment thereof, for the time being in force), and
pursuant to the applicable provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, including any modification or
amendment thereof, Mr. Rohit Parti (DIN: 07889944), who was appointed as an Additional
Director of the Company with effect from 26th July, 2017 under Section 161 of the Act, be
and is hereby appointed as an Independent Director of the Company to hold Office for a
term upto five consecutive years commencing from 26th July, 2016.”
”RESOLVED FURTHER THAT Mr Vijay Kumar Batra, Chairman cum Managing Director of
the Company be and is hereby authorized to file the requisite E-form with Registrar of
Companies and to take all other actions as may be required in this regard.”
The resolution was put to voting by poll by members. All members present voted in favour
of the resolution. The Chairman declared that resolution has been passed unanimously.
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5. Appointment of Mr Manmohan Khanna (DIN :-07888319) as an Independent Director
of the Company.
Mr Himanshu Jain moved & proposed ordinary resolution regarding the appointment of Mr
Manmohan Khanna (DIN :-07888319) as an Independent Director of the Company, which
was seconded by Mr. Jai Bhagwan.
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with
Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act”)
and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including
any statutory modification(s) or re—enactment thereof, for the time being in force), and
pursuant to the applicable provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, including any modification
or amendment thereof, Mr. Manmohan Khanna (DIN: 07888319), who was appointed as
an Additional Directory of the Company with effect from 26th July, 2017 under Section 161
of the Act, be and is hereby appointed as an Independent Director of the Company to hold
office for a term upto five consecutive years commencing from 26th July, 2016.”
”RESOLVED FURTHER THAT Mr Vijay Kumar Batra, Chairman cum Managing Director of
the Company be and is hereby authorized to file the requisite E-form with Registrar of
Companies and to take all other actions as may be required in this regard.”
The resolution was put to voting by poll by members. All members present voted in favour
of the resolution. The Chairman declared that resolution has been passed unanimously.
6. Appointment of Mr Nipun Arora (DIN :-05333399) as an Independent Director of the.
Company.
Mr. Madan Lal Goyal. moved 8: proposed ordinary resolution regarding the appointment
of Mr Nipun Arora (DIN 2-05333399) as an Independent Director of the Company, which
was seconded by Mr. Abhinav Gupta.
”RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule
IV and other applicable provisions, if any, of the Companies Act, 2013 (”the Act”) and the
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof, for the time being in force), and
pursuant to the applicable provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, including any modification
or amendment thereof, Mr. Nipun Arora (DIN: 05333399), who was appointed as an
Additional Director of the Company with effect from 26th July, 2017 under Section 161 of
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the Act, be and is hereby appointed as an Independent Director of the Company to hold
office for a term upto five consecutive years commencing from 26th July, 2016.”
”RESOLVED FURTHER THAT Mr Vijay Kumar Batra, Chairman cum Managing Director of
the Company be and is hereby authorized to file the requisite E—form with Registrar of
Companies and to take all other actions as may be required in this regard.”
The resolution was put to voting by poll by members. All members present voted in favour
of the resolution. The Chairman declared that resolution has been passed unanimously.
7. Remuneration to Cost Auditor for the Financial Year ended 31St March, 2018.
Mr. Gurvinder Singh Bhullar moved 8L proposed ordinary resolution regarding the
remuneration to Cost Auditor for the Financial Year ended 31St March, 2018, which was
seconded by Mr Madan Lal Goyal.
“RESOLVED THAT pursuant to provisions of Section 148 and all other applicable
provisions of the Companies Act 2013 and the Companies (Audit and Auditors) Rules, 2014
(including any modifications or re-enactment thereof for the time being in force), the
company hereby ratifies remuneration of Rs.75,000/—(Rupees Seventy Five Thousand Only)
with reimbursement of conveyance expenses at actual and service tax/GST as applicable,
as approved by the Board of Directors, payable to lVl/s Charu Jlndal & Co, Cost
Accountants, bearing Firm Registration Number 103508, appointed by Board of Directors
to carry out audit of Company’s cost records for year ending 31 March 2018”.
"RESOLVED FURTHER THAT Mr Vijay Kumar Batra, Chairman cum Managing Director of
the Company be and is hereby authorized to do all such acts, deeds, matters and things as
it may in its absolute discretion consider necessary, proper or desirable for the purpose of
giving effect to this resolution.”
The resolution was put to voting by poll by members. All members present voted in favour
of the resolution. The Chairman declared that resolution has been passed unanimously.
8. Remuneration to Cost Auditor for the Financial Year ended 315" March, 2019.
Mr. Varun Batra moved & proposed ordinary resolution regarding the remuneration to
Cost Auditor for the Financial Year ended 31St March, 2019, which was seconded by Mr.
Rahul Batra.
”RESOLVED THAT pursuant to provisions of Section 148 and all other applicable provisions
of the Companies Act 2013 and the Companies (Audit and Auditors) Rules, 2014 (including
any modifications or re-enactment thereof for the time being in force), the company
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hereby ratifies remuneration of Rs.75,000/-(Rupees Seventy Five Thousand Only) with
reimbursement of conveyance expenses at actual and service tax/GST as applicable, as
approved by the Board of Directors, payable to M/s Charu Jindal & Co, Cost Accountants,
bearing Firm Registration Number 103508, appointed by Board of Directors to carry out
audit of Company’s cost records for year ending 31 March 2019”.
"RESOLVED FURTHER THAT Mr Vijay Kumar Batra, Chairman cum Managing Director of the
Company be and is hereby authorized to do all such acts, deeds, matters and things as it
may in its absolute discretion consider necessary, proper or desirable for the purpose of
giving effect to this resolution.”
The resolution was put to voting by poll by members. All members present voted in favour
of the resolution. The Chairman declared that resolution has been passed unanimously.
Mr. Manmohan Khanna, Independent Director of the company chaired the meeting for
Item No. 9 & 10 to be transacted at meeting as Mr. Vijay Kumar Batra was interested in
Agenda/item No 9 &10, Mr. Manmohan Khanna, thereafter took the chair and proceeded
for next Agenda/Item.
Revision in the remuneration payable to Mr Varun Batra (DIN:02148383) Whole Time
Director of the company.
Mr. Gurvinder Singh Bhullar moved & proposed ordinary resolution regarding the revision
in the remuneration payable to Mr Varun Batra (DIN:02148383) Whole Time Director of
the company which was seconded by Mr. Jai Bhagwan.
“RESOLVED THAT pursuant to the provisions of sections 196, 197 read with the schedule V
and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory
modifications or re-enactment thereof for the time being in force), applicable clauses of
Article of Association and as recommended by the Nomination and Remuneration
Committee & approved by the Board of Directors, approval of the Shareholders be and is
hereby accorded for the revision in the remuneration of Mr Varun Batra (DIN : 02148383),
Whole Time Director of the company w.e.f. 1St April, 2018 upto his present tenure i.e. 1St
February, 2020 on the terms and conditions including remuneration as mentioned below:—
a) Remuneration: Rs 3 lakhs per month
b) Taxable Perquisites:
(i) Rent Free Accommodation — The Company to provide rent free
accommodation upto Rs 3.00 lacs pm. The Company bearing the cost of
repairs, maintenance and utilities (e.g., gas, electricity and water charges) for
the said accommodation.
c) Perquisites: The Following perquisite shall not be included in the computation of the
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ceiling on remuneration:
i) Contribution to provident fund, superannuation fund or annuity fund to the extent
these either single or put together are not taxable under Income Tax Act, 1961
ii) Gratuity payable at the rate not exceeding half a month salary for each completed
year of service.
iii) Encashment of leave at the end of tenure.
”RESOLVED FURTHER THAT Mr. Varun Batra will also be entitled for the
reimbursement of actual entertainment, travelling, boarding and lodging expenses
incurred by him in connection with the company’s business and such other benefits
and other privileges, as any from time to time be available to other senior executives of
the company.”
”RESOLVD FURTHER THAT subject to approval of shareholders, Board of the Directors
are authorized to revised the remuneration from time to time by giving suitable
increment / decrement after review of his performance each year, subject to the
condition that total remuneration not to exceed Rs. 10,00,000 pm. in any case.”
“RESOLVED FURTHER THAT In case of absence or inadequacy of profits in any financial
year, remuneration payable to Mr. Varun Batra shall not exceed the minimum limits
prescribed under Schedule V of Companies Act, 2013.”
"RESOLVED FURTHER THAT Mr. Vijay Kumar Batra (DIN: 01083215), Director of the
Company be and is hereby authorized to take such actions as may be necessary in this
regard."
5 members of Promoter & Promoter Group not voted being interested in the
abovementioned resolution. The resolution was put to voting by poll by members. All
members present voted in favour of the resolution. The Chairman declared that
resolution has been passed unanimously.
Contract/Arrangement for purchase of raw material with Related Party.
Mrs. Apneet Kahlon moved & proposed ordinary resolution regarding the
Contract/Arrangement for purchase of raw material with Related Party, which was
seconded by Mr. Madan Lal Goyal.
”Resolved that pursuant to provisions of Section 188 and other applicable provisions, if
any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014 including any statutory modification(s) or enactment thereof for
the time being in force) and also pursuant to the consent of the Audit Committee and
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the Board of Directors vide resolutions passed in their respective meetings, the consent
of the shareholders; of the company be and is hereby accorded to the Material Related
Party Transactions as entered by the company with Adley Lab Limited, a Related Party,
for an annual value not exceeding Rs. 20 crores for the financial year 2018-19, to be
discharged in a manner and on such terms and conditions as may be mutually agreed
upon by the Board of Directors.”
”RESOLVED FURTHER THAT Board of directors be and are hereby authorized to perform
and execute all such deeds, matters and things including delegation of such authority
as may be deemed necessary or expedient to give effect to this resolution and for the
matters connected therewith or incidental thereto including filing of necessary e—
forms, if any, with the Registrar of Companies.”
5 members of Promoter & Promoter Group not voted being interested in the
abovementioned resOlution. The resolution was put to voting by poll by members. All
members present voted in favour of the resolution. The Chairman declared that
resolution has been passed unanimously.
Vote of Thanks :
After completing all the business of the meeting, the Chairman declared the meeting as
concluded at 1.00 pm. and thanked the Shareholders for attending the meeting.
Your’s Faithfully
For\Bet_a Drugs Limited
\‘‘ ‘.
.\_
Raihi
Company Secretary
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