BETA DRUGS LIMITED · 2018. 9. 29. · Mr. Vijay Kumar Batra, Chairman ofthe Meeting occupied the Chair. The requisite quorum being present, thechairman called meeting in order. The

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 [email protected]

www.adleylab.com -:'

[email protected]

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.”


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."



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.”



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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


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.”


the Company be and is hereby authorized to file the requisite E-form with Registrar of




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


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.”


the Company be and is hereby authorized to file the requisite E—form with Registrar of




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.”



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.”



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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Documents

BETA DRUGS LIMITED · 2018. 9. 29. · Mr. Vijay Kumar Batra, Chairman ofthe Meeting occupied the Chair. The requisite quorum being present, thechairman called meeting in order. The