Emcure Notice 2017.pdf · Emcure office for a period of five(S) years i.e. from the conclusion of this 36'h Annual General Meeting until the conclusion of the 41st Annual General

EmcureNOTICE

NOTICEis hereby given that the Thirty Sixth Annual General Meeting of the Members of Emcure

Pharmaceuticals limited will be held on Tuesday, 8th August, 2017 at 1.00 p.m. at the Registered

Office of the Company at 'Emcure House', T-184 MIDC, Bhosari, Pune - 411 026 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 31st March,

2017 together with the reports of the Board of Directors and Auditors thereon.

b) the Audited Consolidated Financial Statements for the Financial Year ended 31st March,

2017 together with the report of the Auditors thereon.

2. To confirm payment of Interim dividend and declare final dividend on equity shares for the

financial year ended 31st March, 2017.

3. To appoint a Director in place of Mrs. Namita Thapar (DIN: 05318899). who retires by

rotation, and being eligible, offers herself for re-appointment as per Section 152(6) of the

Companies Act, 2013.

4. To consider, and if thought fit, to pass, with or without modification(s). the following

resolution as an Ordinary Resolution:

"RESOLVEDTHAT pursuant to the provisions of Sections 139, 142, and other applicable

provisions, if any, of the Companies Act, 2013 ('the Act') read with the Companies (Audit

and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof

for the time being in force), Mis BSR& Co. LLP,Chartered Accountants (FRN 101248W/W-

100022) be appointed as Statutory Auditors of the Company in place of retiring

auditors Mis Price Waterhouse, Chartered Accountants (FRN 301112E) to hold

Emcure Pharmaceuticals LimitedRegistered Office: Emcure House,T-184,M.I.D.C.. Bhosari, Pune - 411026. INDIAPhoneNos. : + 9120 - 27120084,30610000,40700000 Fax No. : 91 20 - 30610111

E-mail: [email protected] Website: wwwemcure.com CIN: U24231PN1981PLC024251

mailto:[email protected]

.•.

.. Emcureoffice for a period of five(S) years i.e. from the conclusion of this 36'h Annual General

Meeting until the conclusion of the 41st Annual General Meeting of the Company, subject

to ratification at every Annual General Meeting, at such remuneration plus service tax

and out of pocket expenses as may be decided by the Board of Directors in consultation

with the Auditors."

SPECIAL BUSINESS:

S. Re-appointment of Mr. Satish Mehta (DIN: 00118691) as Managing Director (MD) for a

period of S years and continuation of holding of office of MD after attaining the age of

70 years:

To consider and, if thought fit, to pass with or without modification(s), the following

resolution as a Special Resolution:

"RESOLVED THAT pursuant to Sections 196, 197, 198, 203 read with Schedule V and

other applicable provisions of the Companies Act, 2013 ("the Act") and the rules made

thereunder (including any statutory modification(s) or re-enactment(s) thereof], the

consent of the Shareholders be and is hereby accorded to the re-appointment of Mr.

Satish Mehta (DIN: 00118691) as Managing Director of the Company for a period of five

(S) years with effect from 1st April, 2017 on a remuneration to be paid and provided and

on the terms and conditions as set out in the Explanatory Statement attached hereto."

"RESOLVED FURTHER THAT the consent of the shareholders be accorded to the Board of

Directors of the Company (hereinafter referred to as the 'Board' which term shall be

deemed to include the Nomination and Remuneration Committee of the Board) to vary,

alter, increase, enhance or widen the terms and conditions of appointment and the

remuneration payable to the appointee, from time to time, as they may in their

discretion deem fit within the limits laid down in Section 197 and all other applicable

provisions of the Act including any statutory modification or re-enactment thereof for the

time being in force, and the rules framed thereunder read with Schedule V of the Act and

subject to the requisite approvals, if necessary, being obtained."

Emcure Pharmaceuticals LimitedRegistered Office: Emcure House. T-184, M.I.D.C., Bhosari, Pune - 411026. INDIAPhone Nos. : + 9120.27120084,30610000,40700000 Fax No.: 9120 - 30610111

E-mail: [email protected] Website: www.emcure.co.in CIN: U24231PN1981PLC024251


http://www.emcure.co.in

- Emcure

"RESOLVEDFURTHERTHAT where in any financial year during the currency of the tenure

of the appointee, the Company has no profits or its profits are inadequate, the Company

may subject to receipt of the requisite approvals, if any, pay to the appointee, the

remuneration being paid as the minimum remuneration by way of salary, perquisites and

other allowances and benefits and that the perquisites pertaining to contribution to

provident fund, superannuation fund or annuity fund, gratuity and leave encashment

shall not be included in the computation of the ceiling on remuneration specified in

Section II and Section III of Part II of Schedule V of the Act."

"RESOLVEDFURTHERTHAT for the purpose of giving effect to this Resolution, the Board

be authorised to do all such acts, deeds, matters and things as it may, in its absolute

discretion, deem necessary, proper or desirable and to settle any questions, difficulties or

doubts that may arise in this regard and further to execute all necessary documents,

applications, returns and writings as may be necessary, proper, desirable or expedient,"

6. Re-appointment of Dr. Mukund Gurjar (DIN: 00026843) as Wholetime Director of the

Company:

To consider and if, thought fit, to pass with or without modification(s), the following

resolution as an Ordinary Resolution:-

"RESOLVED THAT pursuant to Sections 196, 197, 198 read with Schedule V and other

applicable provisions of the Companies Act, 2013 ("the Act") and the rules made

thereunder (including any statutory modification(s) or re-enactment(s) thereof), the

consent of the Shareholders be and is hereby accorded to the re-appointment of Dr.

Mukund Gurjar (Dr. Gurjar) (DIN: 00026843) as Wholetime Director of the Company for a

period of five (5) years with effect from 28th August, 2017 on a remuneration to be paid

and provided and on the terms and conditions as set out in the Explanatory Statement

attached hereto."

Emcure Pharmaceuticals LimitedRegistered Office: Emcure House,T-184,M.I.D.C., Bhosari, Pune - 411026. INDIAPhoneNos. : + 9120 - 27120084,30610000,40700000 Fax No.: 9120 - 30610111

E-mail: [email protected] Website: www.emcure.com CIN: U24231PN1981PLC024251


http://www.emcure.com

,

- Emcure

"RESOLVEDFURTHER THAT the consent of the shareholders be accorded to the Board of

Directors of the Company (hereinafter referred to as the 'Board' which term shall be

deemed to include the Nomination and Remuneration Committee of the Board) to vary,

alter, increase, enhance or widen the terms and conditions of appointment and the

remuneration payable to the appointee, from time to time, as they may in their

discretion deem fit within the limits laid down in Section 197 and all other applicable

provisions of the Act, including any statutory modification or re-enactment thereof for

the time being in force, and the rules framed thereunder read with Schedule V of the Act

and subject to the requisite approvals, if necessary, being obtained."

"RESOLVEDFURTHER THAT where in any financial year during the currency of the tenure

of the appointee, the Company has no profits or its profits are inadequate, the Company

may subject to receipt of the requisite approvals, if any, pay to the appointee, the

remuneration being paid as the minimum remuneration by way of salary, perquisites and

other allowances and benefits and that the perquisites pertaining to contribution to

provident fund, superannuation fund or annuity fund, gratuity and leave encashment

shall not be included in the computation of the ceiling on remuneration specified in

Section II and Section III of Part II of Schedule V of the Act."

"RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board

be authorised to do all such acts, deeds, matters and things as it may, in its absolute

discretion, deem necessary, proper or desirable and to settle any questions, difficulties or

doubts that may arise in this regard and further to execute all necessary documents,

applications, returns and writings as may be necessary, proper, desirable or expedient."

7. Ratification of remuneration payable to Cost Auditors for the Financial Year 2017-18:

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, of the Companies Act, 2013 and The Companies (Audit and Auditors)

Emcure Pharmaceuticals Limited CtRegistered Office: Emcure House,T-184. M.LD.C., Bhosari. Pune - 411026. INDIA 7Phone Nos. : + 9120 - 27120084,30610000,40700000 Fax No. : 9120 - 30610111




EmcureRules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the

time being in force), the remuneration of Rs. 5,25,000 (Rs, Five Lakhs Twenty Five

Thousand Only) excluding applicable taxes and reimbursement of actual travel and out-of

pocket expenses for the Financial Year ending 31st March, 2018 as approved by the Board

of Directors of the Company to be paid to Mis B.M Sharma & Co., Cost 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.W.e, Bhosari,

Pune- 411026(Maharashtra)

Place: Pune

Date: 7th July, 2017

By Order of the BoardFor Emcure Pharmaceuticals limited

~"j~""Company Secretary

Emcure Pharmaceuticals LimitedRegistered Office: Emcure House. T-184, M.LD.C., Bhosari, Pune -411026. INDIAPhone Nos. : + 9120 - 27120084, 30610000. 40700000 Fax No.: 9120 - 30610111




."

EmcureNOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A

PROXYTO 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 REGISTEREDOFFICE 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

PERSONSHALL NOT ACT AS PROXY FORANY OTHER PERSONOR MEMBER.

A proxy may not vote except on a poll.

3. The Register of Members and the Share Transfer Books of the Company will remain

closed from Tuesday 1" August, 2017 to Tuesday 8th August, 2017 (both days inclusive) in

accordance with Section 91 of the Companies Act, 2013 for ascertaining the names of the

shareholders to whom the dividend which if declared at the AGM is payable. In respect of

shares held in electronic form, the dividend will be payable on the basis of the beneficial

ownership as per details furnished by National Securities Depository Ltd. and Central

Depository Services (India) Ltd., for this purpose.

4. 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.

S. 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.

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

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

held in electronic mode.

Emcure Pharmaceuticals LimitedRegistered Office: Emcure House. T-184, M.I.D.G.. Bhosari. Pune - 411026. INDIAPhone Nos.: + 9120 - 27120084. 30610000. 40700000 Fax No.: 9120 - 30610111

E-mail: [email protected] Website: www.emcure.co.in GIN: U24231PN1981PLG024251



., Emcure7. 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

settiement.

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

8. 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 India. The Company has no unpaid or unclaimed

Dividend.

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

hereto.

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

Company's website www.emcure.com

11. 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:


M.I.D.C, Bhosari,


Place: Pune

Date: 7'hJuly, 2017

By Order of the Board

'0< 'm,"~".~, •••

Sanjay Kumar ChowdharyCompany Secretary

Emcure Pharmaceuticals LimitedRegistered Office: Emcure House, T.184, M.I.D.C., Bhosari, Pune. 411026. INDIAPhone Nos. : + 9120.27120084,30610000.40700000 Fax No.: 9120.30610111

E.mail: [email protected] Website: www.emcure.co.in CIN: U24231PN1981PLC024251




,

EmcureEXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item NO.4

The explanatory statement in respect of Item No. 4 of the notice is provided voluntarily.

Section 139 of the Companies Act, 2013 ("the Act") lays down the criteria for appointment and

mandatory rotation of the Statutory Auditors of the Company. As per the provisions of Section

139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, it is mandatory to

rotate the Statutory Auditors on completion of two terms of five consecutive years. The rules

also provides for the transitional period that could be served by the existing auditors depending

on the number of consecutive years for which an audit firm had been functioning as the auditor

of the same Company.

The current auditors, M/s Price Waterhouse, Chartered Accountants, (FRN 301112E) have been

the auditors of the Company for over ten (10) years before the Act was notified in 2014 and will

be completing the maximum number of transitional period (three years) at the ensuing Annual

General Meeting and hence need to mandatorily retire by rotation.

The Audit Committee of the Company has proposed and on 7th July, 2017, the board has

recommended the appointment of M/s. BSR& Co. LLP, Chartered Accountants (FRN

101248W/W-100022) as the Statutory Auditors of the Company. M/s BSR & Co. LLP will hold

the office for a period of five (5) consecutive years from the conclusion of 36th Annual General

Meeting till the conclusion of 41st Annual General Meeting of the Company to be held in the

year 2022, subject to the ratification by the members at every Annual General Meeting.

Item No. S

Mr. Satish Mehta is the founder promoter/director of Emcure Pharmaceuticals Limited since

the incorporation of the Company in 1981. Under his abie guidance, the Company has achieved

newer milestones with clear focus on driving productivity and performance across business

segments of the Company. His leadership qualities have significantly boosted the revenues and

profitability of the Company. He is a motivated mentor with a focused and enlightened ability

to foresee the future that has enabled Company to grow over the years in terms of its human

Emcure Pharmaceuticals limitedRegistered Office: Emcure House. T-184, M.I.D.C., Bhosari, Pune - 411026. INDIAPhone Nos.: + 9120 - 27120084, 30610000, 40700000 Fax No.: 9120 - 30610111




'. EmcureMr. Mehta will not be entitled to sitting fees for attending meetings of the Board of Directors

or committees thereof.

Mr. Satish Mehta will not be liable to retire by rotation.

The term of his appointment as set out hereinabove may be treated as the abstract pursuant to

the provisions of Section 190 of the Companies Act, 2013.

Pursuant to the provisions of Section 196 (3) (a) and Schedule V Part I (c) of the Companies Act,

2013, the Company seeks consent of the members by way of special resolution for the re-

appointment of Mr. Satish Mehta as Managing Director for a term of Five (5) Years and

continuation of his holding of existing office after attaining the age of 70 years during his term

of appointment.

The Board recommends the passing of the Special Resolution as set forth in Item NO.5 of the

accompanying notice for approval ofthe members.

Except Mrs. Namita Thapar and Mr. 5atish Mehta, none of the other Directors, Key Managerial

Personnel and their relatives are in any way concerned or interested, financially or otherwise,

in this resolution.

Item NO.6

Dr. Mukund Gurjar (Dr. Gurjar) has been Whole-time Director of the Company since his

association with the Company in July, 2001. Dr. Gurjar is a post-graduate and holds a Ph. D. in

Chemistry from Nagpur University and also a second Ph.D. in Chemistry from London

University. He also holds post-doctoral fellowship from Toronto, Canada. He envisioned new

business platforms and is dedicated to foster innovation in every aspect of the business.

Dr. Mukund Gurjar was appointed as Wholetime Director of the Company for a term of five

years on 28th August 2012. His term of office as Wholetime Director, expires on 27th August,

2017.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the

Board of Directors of the Company ("the Board") at its meeting held on 7th July, 2017 re-

Emcure Pharmaceuticals Limited QRegistered Office: Emcure House,T-184,M.I.D.C., Bhosari. Pune - 411026. INDIA ,/PhoneNos. : + 91 20 - 27120084,30610000,40700000 Fax No. : 91 20 - 30610111




, EmcureExcept Dr. Mukund Gurjar, none of the other Directors, Key Managerial Personnel and their

relatives are in any way concerned or interested, financially or otherwise, in this resolution.

Item no. 7

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 7th July, 2017, the Board has

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

conduct of the cost audit of the cost records of the Company at a remuneration of Rs. 5,25,000

(Rs. Five Lakhs Twenty Five Thousand only) excluding applicable taxes and reimbursement of

actual travel and out-of pocket expenses for the Financial Year ending 31st March 2018.

The resolution at Item NO.7 of the Notice is set out as an Ordinary Resolution for approval and

ratification by the members in terms of Section 148 of the Companies Act, 2013.

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.

7 of the Notice.

Registered Office:Emcure House, T-184,M.I.D.C, Bhosari,Pune- 411026(Maharashtra)

Place: PuneDate: 7th July, 2017

By Order of the BoardFor Emcure p~Limited


Emcure Pharmaceuticals LimitedRegistered Office: Emcure House.T-184,M.I.D.C., Bhosari, Pune - 411026. INDIAPhone Nos. : + 9120 - 27120084,30610000,40700000 Fax No. : 91 20 - 30610111




EmcureDETAILS OF DIRECTORS UNDER SS 2 - SECRETARIALSTANDARDS SEEKINGAPPOINTMENT/RE-APPOINTMENT

AT THE FORTHCOMING ANNUAL GENERAL MEETING (AGM):

Name of the Director Mrs. Namita Thapar Mr. Satish Mehta Dr. Mukund Gurjar

Age (Yrs.) 40 Years 66 Years 64 Years

Nationality Indian Indian Indian

Date of first 28th July 2014 16th April 1981 23'd July 2001

Appointment on the

Board

Relationship with Mr. Satish Mehta (Father) Mrs. Namita Thapar None

other Directors of the (Daughter)

Company

Area of Expertise Finance Management Research & Development

Qualifications C.A., M.B.A. (Duke M.Sc. (Chemistry), Dual Ph. D. in Chemistry

University, USA) PGDM(IIM, (Nagpur University and

Ahmedabad) second Ph.D. in Chemistry

from London University).

Experience Mrs. Namita Thapar has a Mr. Satish Mehta has Dr. Mukund Gurjar is an

total work experience of 14 vast experience in the Executive Director and

years. Prior to joining our pharmaceutical Chief Scientific Officer of

Company, she worked in industry. His the Company. He also

USA with Glaxo and Guidant leadership has made holds post-doctoral

(now Abbott) in various our Company a major fellowship from Toronto,

finance roles. Mrs. Thapar is player in the Canada. He has been

also the Founder and CEOof pharmaceutical associated with the

Incredible Ideas Pvt. Ltd., a industry. He has been Company since 2001 and

franchisee of Young on the Board since also became member of

Entrepreneurs Academy, 1981. the Board in the same

USA, which brings innovative year.

entrepreneurship education

to middle and high school

Emcure Pharmaceuticals LimitedRegistered Office: Emcure House, T-184, M.I.D.C., Bhosari. Pune. 411026. INDIAPhone Nos. : + 91 20 - 27120084, 30610000, 40700000 Fax No.: 91 20 - 30610111




•Emcure

students of India.

Directorships held in 1) Zuventus Healthcare 1) Zuventus NIL

other Companies" Limited. Healthcare Limited

2) Finolex Cables Limited. 2) Gennova

3) Thapar Ventures Private Biopharmaceuticals

Limited. Limited.

4) Incredible Ventures 3) Tillomed Holdings

Private Limited. Limited.

5) Incredible Ideas Private 4) Tillomed

Limited. Laboratories

Limited.

5) Heritage Pharma

Labs Inc.

G) Heritage

Pharmaceuticals

Inc.

7) Heritage Pharma

Holdings Inc.

8) Marean

Pharmaceuticals

Inc.

Chairman/ Member in Chairman: NIL Chairman: NIL Chairman: NIL

the Committees of the

Boards of Companies Member: Member: Member: NIL

in which he is - Corporate Socia I - Audit Committee:

Director" Responsibility Zuventus

Committee Healthcare

Zuventus Healthcare Limited.

Limited. - Nomination &

Remuneration

Committee:

Emcure Pharmaceuticals LimitedRegistered Office: Emcure House, T-184, M.I.D.C., Bhosari, Pune - 411026. INDIAPhone Nos.: + 9120 - 27120084, 30610000, 40700000 Fax No.: 9120 - 30610111




,•Emcure

Zuventus Healthcare

Limited.

No. of Board Meetings 5 out of 5 5 out of 5 4 out of 5

attended during FY

2016-17

No. of Shares held in 63,39,800 (3.51%) 7,57,06,892 (41.86%) 2,95,716 (0.16%)

the Company as on

31/03/17 and % 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).

Registered Office:


M.I.D.C, Bhosari,


Place: Pune

Date: 71h July, 2017

By Order of the BoardFor Emcure Pharmaceuticals limited


Emcure Pharmaceuticals LimitedRegistered Office: Emcure House. T-184. M.I.D.C .. Shosari. Pune - 411026. INDIAPhone Nos.: + 9120 - 27120084. 30610000. 40700000 Fax No.: 9120 - 30610111




ROUTE MAP FOR THE VENUE OF THE ANNUAL GENERAL MEETING

"'<:'"

J BLOCKMASULKARCOLONY

UDRA COLONY

T BLOCK

d

I COLONY

PHULE NAGAR

GENERAL BLOCK

"V-.~<9~."<9.~o

<l'G BLOCK <9~~

0'

Emcure Pharmaceuticals.Limited 60

60

GAR

vana River

InternationalRowing Channel

KASARWADI

Annual General Meeting Venue:Emcure Pharmaceuticals LimitedEmcure House, T-184, M.LD.C, Bhosari, Pune -411026 (Maharashtra).

r

•

ATIENDANCE SLIP

EMCURE PHARMACEUTICALS LIMITEDCIN:U24231PN1981PLC0242S1

Registered Office: Emcure House, T-184, M.I.D.C., Bhosari, Pune- 411026Phone: 020-30610000, 40700000, E-mail id:[email protected].

Website: www.emcure.com

36TH ANNUAL GENERAL MEETING - 8TH AUGUST, 2017

Name of the Beneficial Owner: _

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

No. of Shares held: _

1/ We certify that 1/We am/are a member/proxy for the member of the Company.

I/We hereby record my / our presence at the 36th Annual General Meeting of the Company

held on Tuesday, 8th August, 2017 at 'Emcure House', T-184 MIDC, Bhosari, Pune - 411 026 at

1.00 P.M.

Name of attending Member/Proxy

Note:

Member's/Proxy's Signature(To be signed at the time of handing over this slip)

1. Sign this attendance slip and hand it over 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. Acopy of authorization should be deposited with the Company.

3. In case of shares held in Demat/Electronic Form, the signature of the Beneficial Owner isliable for verification with the record furnished to the Company by NSDL/CDSL.

4. The map to reach the AGM venue is given overleaf.

mailto:id:[email protected].


..EMCURE PHARMACEUTICALS LIMITED

Form No. MGT-ll

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, l014}

CIN: Ul4231PN1981PlCOl4251

Name of the Company: Emcure Pharmaceuticals ltd.

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

Name of the member (s):

Registered address:

E-mailld:

Folio No! Client Id:

DP 10:

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

1. Name: .

Ad dress: .

E-mail Id: ..................................................................................•....

Signature: , or failing him

2. Name: .

Ad dress: .

E-mail J d: .

Signature: , or failing him

3. Name: .

Ad dress: .

E-mail Id: .

Signa ture: .

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 36th

Annual General Meeting of the Company, to be held on 8th day of August l017 at 1.00 p.m. at

registered office of the Company and at any adjournment thereof in respect of such resolutions

as are indicated below:

Resolution Particulars For Against Abstainno.

1 a. Approval of Standalone financialstatements.

b. Approval of Consolidated financialstatements.

2 Confirmation of Interim dividend andDeclaration of final Dividend on Equity

shares for the FY16-17.

3 Appoint a director in place of Mrs.Namita Thapar (DIN: 05318899) whoretires buy rotation and being eligibleoffers herself for re-appointment.

4 Appointment of Statutory Auditors for aterm of 5 years.

5 Re-appointment of Mr. Satish Mehta as

Managing Director for a period of 5 yearsw.eJ 1st April 2017.

6 Re-appointment of Dr. Mukund Gurjar as

Whole Time Director for a period of 5years w.eJ. 28th August 2017.

7 Ratification of the remuneration payableto Mis B.M.Sharma & Co.; CostAccountants for the FY2017-18.

(please indicate the manner in which you want the proxy to vote on your behalf by putting atick mark against your choice in respect of each resolution)

Signed this day of 2017

Signature of shareholderAffixRevenueStamp

Signature of proxy holder(s)

Documents

Emcure Notice 2017.pdf · Emcure office for a period of five(S) years i.e. from the conclusion of this 36'h Annual General Meeting until the conclusion of the 41st Annual General