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

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

Phone Nos.:+ 91 20 - 30610000, 40700000 Fax No.: 91 20 - 30610111 E-mail: [email protected] Website: www.emcure.com CIN: U24231PN1981PLC024251

Emcure SPECIAL BUSINESS:

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


Phone Nos. : + 91 20 - 30610000, 40700000 Fax No. : 91 20 - 30610111 E-mail: [email protected] Website: www.emcure.com CIN: U24231PN1981PLC024251

Emcure Accountants for the conduct of the cost audit of cost records of the Company, be and

is hereby ratified and confirmed."

Registered Office:

Emcure House, T-184,

M.I.D.C, Bhosari,

Pune- 411026 (Maharashtra)

By Order of the Board For Emcure Pharmaceuticals Limited

Place: Pune

Date: July 27, 2020

Jayant Prakash Company Secretary



Emcure NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to

attend and vote instead of himself/herself and a proxy need not be a member of the

Company. The proxy form in the format enclosed with this notice duly completed must

reach the registered office of the Company not less than forty-eight hours before the

time appointed for holding the meeting.

2. A person can act as proxy on behalf of members up to and not exceeding fifty and

holding in the aggregate not more than ten percent of the total share capital of the

Company carrying voting rights. Further, a member holding more than ten percent of

the total share capital of the Company carrying voting rights may appoint a single person

as proxy and such person shall not act as proxy for any ether person or member. A proxy

may not vote except on a poll.

3. Corporate members intending to send their authorized representatives to attend the

meeting are requested to send to the Company a certified copy of the Board resolution

authorizing their representative to attend and vote on their behalf at the meeting.

4. In case of joint holders attending the meeting, only such joint holder who is higher in

the order of names will be entitled to vote.

5. Members are requested to inform the Company of any changes in their address quoting

their Folio Numbers ar d to their respective depository participants, in case shares are

held in electronic mode.

6. Non-resident Indian shareholders are requested to inform about the following to the

Company or its Share Transfer Agent or the concerned Depository Participant, as the

case may be, immediately:

(a) The change in the residential status on return to India for permanent

settlement.

(b) The particulars of the NRE Account with a Bank in India, if not furnished earlier.

7. Under section 124 of the Companies Act, 2013, the amount of dividend remaining

unpaid or unclaimed for a period of seven years from the date of transfer to unpaid

dividend account of the Company shall be transferred to the Investor Education and

Protection Fund {IEPF) set up by the Government of lncJia. The Company has no unpaid

or unclaimed Dividend.


Phone Nos. : + 91 20 - 30610000, 40700000 Fax No. : 91 20 - 30610111 E-mail : [email protected] Website : www.emcure.com CIN : U24231 PN1981 PLC024251

Emcure 8. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed

hereto. The relevant details/disclosures as required under the secretarial standard on

general meetings issued by Institute of Company Secretaries of India are also annexed.

9. Members may note that the Notice of the Annual General Meeting is available on the

Company's website w~w.emcure.com

10. To prevent fraudulent transactions, members are advised to exercise due diligence and

notify the Company of any change in address or demise of any member as soon as

possible.

Registered Office:

Emcure House, T-184_.

M.I.D.C, Bhosari,

Pune- 411026(Maha,ashtra)


Place: Pune

Date: July 27, 2020

Jayant Prakash Company Secretary,



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

Phone Nos.:+ 91 20 - 30610000, 40700000 Fax No. : 91 20 - 30610111 E-mail: [email protected] Website: www.emcure.com CIN: U24231PN1981PLC024251

Emcure A) Educational Qualifications

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

Phone Nos.:+ 91 20 - 30610000, 40700000 Fax No. : 91 20 - 30610111 E-mail: [email protected] Website: www.emcure.com CIN: U24231PN1981PLC024251

Emcure Item no. 5:

Ratification of remuneration payable to Cost Auditors for the Financial Year 2020-21:

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit

and Auditors) Rules, 2014, the Board shall appoint an individual who is a Cost Accountant in

practice or a Firm of Cost Accountants in practice as a Cost Auditor on the recommendation

of the Audit Committee, which shall also recommend remuneration for such Cost Auditor.

The remuneration recommended by Audit Committee shall be considered and approved by

the Board of Directors and ratified by the shareholders of the Company.

On recommendation of Audit Committee at its meeting held on July 22, 2020, the Board has

considered and approved the appointment of M/s B.M. Sharma & Co., Cost Accountants for

the conduct of the cost audit of the cost ,·ecords of the Company at a remuneration of Rs.

7,50,000/- (Rupees Seven Lakh Fifty Thousand only) excluding applicable taxes and

reimbursement of actual travel and out-of pocket expenses for the Financial Year ending

March 31, 2021.

The resolution at Item No. 5 ofthe Notice is set out as an Ordinary Resolution is recommended

by the Board for approval and ratification by the members in terms of Section 148 of the

Companies Act, 2013.

None of the Directors and Key Managerial ~Jersonnel of the Company and their relatives are,

in any way, concerned or interested, financially or otherwise, in the resolution set out at Item

No. 5 of the Notice.

Registered Office:

Emcure House, T-184,

M.I.D.C, Bhosari,

Pune- 411026(Maharashtra)

Place: Pune

Date: July 27, 2020





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

Incredible Ideas Private l.irniteti TMF Holdings Ltd. Tata Motors Finance Ltd.

Incredible Ventures Private Limited

Chairman/ Member in the Emcure Pharmaceuticals Ltd. TMF Holdings Ltd. Committees of the Boards of Member: Chairman:

Companies in which he is Audit Committee Hisk Management Committee Corporate Social Responsibility Committee Audit Committee

Director* ALCO Zuventus Healthcare Ltd. Stake Holder i,elationship Member: Corporate Social Responsibility Committee Tata Motors finance Ltd.

Chairman: Risk Management Committee ALCO Stake Holder Relationship

Member: Audit Committee .

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). ,,_.

'"':a.·

Registered Office:

Emcure House, T-184, M.I.D.C, Bhosari, Pune- 411026 (Maharashtra) Place: Pune Date: July 27, 2020





Emcure

ROUTE MAP FOR THE VENUE OF THE ANNUAL GENERAL MEETING

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Annual General Meeting Venue:

Emcure Pharmaceuticals Limited

Plot No. P2, IT-BT Park, Phase II, M.1.D.C., Hinjawadi, Pune -411 057 (Maharashtra).

Emcure Pharmaceuticals Limited R-viatered Office: Emcure House, T-184, M.1.0.C., Bhosari, Pune - 411 026. INOIA


Emcure AHENDANCE SLIP

EMCURE PHARMACEUTICALS LIMITED

CIN: U24231PN1981PLC024251 Registered Office: Emcure House, T-184, M.I.D.C., Bhosari, Pune- 411026

Phone: 020-30610000, 40700000, E-mail id: [email protected], Website: www.emcure.com

39nt ANNUAL GENERAL MEETING -AUGUST 21, 2020

Name of the Beneficial Owner:

Registered Folio No. /DP ID No. /Client ID No.:

No. of Shares held:

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.

Emcure Pharmaceuticals Limited Registered Office: Emcure House, T-184, M.1.0.C., Bhosari, Pune-411 026. INDIA


Emcure EMCURE PHARMACEUTICALS LIMITED

Form No. MGT-11

Proxy form

{Pursuant to section 105{6} of the Companies Act, 2013 and rule 1.9{3} of the Companies

(Management and Administration) Rules, 2014}

CIN:U24231PN1981PLC0247.51

Name of the Company: Em cure Pharmaceuticals Ltd.

Registered office: Emcure House, T-184, MIDC, Bhosari, Pune-411026

Name of the member (s):

Registered address:

E-mail Id:

folio No/ Client Id:

DP ID:

I/We, being the member (s) of shares of the above named Company, hereby appoint

1. Name: .

Address: .

E-mail Id: , ..

Signature: , or failing him

2. Name: .

Address: ..

E-mail Id: .

Signature: , or failing him

3. Name: ..

Address: ,. .

E-mail Id: .

Signature: .

Emcure Pharmaceuticals Limited fteglstered Office: Emcure House, T-184, M.1.0.C., Bhosari, Pune-411 026. INOIA


Emcure as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 39th

Annual General Meeting of the Company, to be held on August 21, 2020 at 12.00 Noon at Plot

No. P2, IT-BT Park, Phase II, M.I.D.C., Hinjawadi, Pune -411 057 and at any adjournment

thereof in respect of such resolutions as are indicated below:

Resolution Particulars For Against Abstain

no.

l. a. Approval of Standalone financial

statements.

b. Approval of Consolidated financial

statements. -

2. To confirm interim dividend paid as final

dividend on Equity Shares for the financial year

ended s i= March, 2020. - ··- -·

3. To appoint a Director in place of Mr. Namita

Mehta {DIN :05318899), who retires by

rotation, and being eligible, offers herself fer

re-appointment as per Section 152(6) of the

Companies Act, 2013

4. Appointment of Mr. Palamadai Sundararajan

Jayakumar {DIN - 01173236) JS an Independent

Director of the Company. ,_ - -

5. Ratification of remuneration payable to Cost

Auditors for the Financial Year 2020-21. ---------- -

(Please indicate the manner in which you want the proxy to vote on your behalf by putting

a tick mark against your choice in respect of each resolution)

Signed this ..... day of.................. 2020

Signature of shareholder

Signature of proxy holder(s)

Affix Revenue Stamp.



Documents

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