Alkem Laboratories Limited — Proxy Solicitation & Information Statement 2022

Oct 6, 2022

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06[th] October, 2022

The Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001. Scrip Code: 539523	National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai 400 051. Scrip Symbol: ALKEM

Dear Sir/Madam,

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

In furtherance to our intimation dated 14[th] September, 2022, this is to inform you that pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, the Company is in the process of conducting Postal Ballot (only by means of remote e-voting) for seeking approval of Members of the Company for businesses as specified in the Postal Ballot Notice dated 14[th] September, 2022 (“Postal Ballot Notice”).

In terms of Regulation 30 of SEBI Listing Regulations, please find enclosed the Postal Ballot Notice.

In compliance with Ministry of Corporate Affairs Circulars No. 14/2020 dated 08[th] April, 2020, No. 17/2020 dated 13[th] April, 2020, No. 33/2020 dated 28[th] September, 2020, No. 39/2020 dated 31[st] December, 2020, Circular No. 02/2021 dated 13[th] January, 2021, Circular No. 20/2021 dated 08[th] December, 2021 and Circular No. 03/2022 dated 05[th] May, 2022 the Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depository Participant and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e. Friday, 23[rd] September, 2022 (“cut-off date”). The communication of the assent or dissent of the Members on the proposed resolutions would only take place through the remote e-voting system.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide remote e-voting facility to its Members. The remote e-voting period commences on Friday, 07[th] October, 2022 at 9.00 am and shall remain open for a period of 30 days i.e. till Saturday, 05[th] November, 2022 at 5.00 pm. CS Mannish L. Ghia, Partner, M/s Manish Ghia & Associates, Company Secretaries, Mumbai has been appointed as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

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The Members whose e-mail address is not registered with the Company/Depository Participant, may register by clicking the link: https://linkintime.co.in/emailreg/email_register.html and complete the registration process to receive the Postal Ballot Notice and the procedure for remote e-voting along with the login ID and password for remote e-voting.

This Postal Ballot Notice will also be available on the Company’s website https://www.alkemlabs.com/Postal-Ballot.php and on the website of CDSL.

Kindly take a note of the same.

Sincerely,

For Alkem Laboratories Limited

Digitally signed MANISH by MANISH NARANG NARANG Date: 2022.10.06 12:08:50 +05'30'

Manish Narang

President - Legal, Company Secretary & Compliance Officer

Encl.: a/a

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ALKEM LABORATORIES LIMITED

Alkem House, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India. Tel No: +91 22 3982 9999; Fax No: +91 22 2492 7190 E-mail : investors@alkem.com; Website : www.alkemlabs.com; Corporate Identity Number : L00305MH1973PLC174201

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To The Member(s), Alkem Laboratories Limited

Notice is hereby given pursuant to Section 110 of the Companies Act, 2013, as amended (“the Companies Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, read with the Circular No. 14/2020 dated 08th April, 2020, Circular No. 17/2020 dated 13th April, 2020, Circular No. 22/2020 dated 15th June, 2020, Circular No. 33/2020 dated 28th September, 2020, Circular No. 39/2020 dated 31st December, 2020, Circular No. 02/2021 dated 13th January, 2021,Circular No. 10/2021 dated 23rd June, 2021,Circular No. 20/2021 dated 08th December, 2021 and Circular No. 03/2022 dated 05th May, 2022, issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) and other applicable circulars, laws and regulations to transact the following Special Business by the Members of Alkem Laboratories Limited (“the Company”) by passing the resolutions appended below, through Postal Ballot (“Postal Ballot”) only by voting through electronic means (“remote e-voting”). The Explanatory Statement under Section 102(1) of the Companies Act and other applicable provisions of the Act, read with Rules, setting out the material facts and reasons for the proposed resolutions are also appended to this Notice.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depository Participants. If your e-mail address is not registered with the Company/Depository Participants, please follow the process provided in the Notes appended below to receive this Postal Ballot Notice and login ID and password for remote e-voting. The communication of the assent or dissent of the Members on the proposed resolutions would only take place through the remote e-voting system.

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The Board of Directors of the Company, at its meeting held on 14 September, 2022, appointed CS Mannish L. Ghia, Partner, M/s Manish Ghia & Associates, Company Secretaries, Mumbai (COP No. 3531) as Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizers decision on the validity of the Postal Ballot shall be final.

For the purpose of remote e-voting, the Company has engaged the services of Central Depository Services Limited (CDSL). Members are required to vote through the remote e-voting platform provided by CDSL.

The remote e-voting period commences from 9.00 a.m. (IST) on Friday, 07thOctober, 2022 and ends at 5.00 p.m. (IST) on Saturday, 05th November, 2022. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The result of the Postal Ballot will be declared latest by Tuesday, 08th November, 2022 by 5.00 p.m. at the Registered Office of the Company located at Alkem House, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 and communicated to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and posted on the - Company's website www.alkemlabs.com/voting result.php and on the Notice Board of the Company at its Registered Office after the declaration of the results.

The resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date of remote e-voting.

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POSTAL BALLOT – SHAREHOLDERS' PROPOSED RESOLUTIONS:

1. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution :

APPOINTMENT OF MR. SRINIVAS SINGH (DIN: 06744441) AS A WHOLETIME DIRECTOR DESIGNATED AS AN EXECUTIVE DIRECTOR OF THE COMPANY.

“ RESOLVED THAT pursuant to provisions of Sections 149, 152, 196, 197, 198, 203 read with Schedule V and any other applicable provisions of the Companies Act, 2013 (“Act”) and the rules made thereunder (including any statutory modification(s) from time to time or any enactments or re-enactments thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, the Articles of Association of the Company and as recommended by the Nomination & Remuneration Committee and Audit Committee and approved by the Board of Directors, the consent of the Company be and is hereby granted for the appointment of Mr. Srinivas Singh (DIN: 06744441), in respect of whom Notice has been received from a Member under Section 160 of the Act, proposing his candidature for the office of the Director, as a Whole Time Director (“WTD”) designated as an Executive Director of the Company, for a period of five (5) consecutive years effective from 14th September, 2022 upto 13th September, 2027, at a remuneration, not exceeding Rs. 67,07,203/(Rupees Sixty-Seven Lakhs Seven Thousand Two Hundred and Three Only) per month, liable to retire by rotation and that he shall also be entitled for the following benefits:

(i) Medical Reimbursement:

• He shall get medical reimbursement for himself and his family subject to a ceiling of Rs. 28,334/- per month.

(ii) Leave Travel Allowance:

He shall get Leave Travel Allowance for himself and his family once in a year which shall not exceed one month's salary.

(iii) Personal Accident Insurance Premium:

The Company shall also reimburse the Personal Accident Insurance Premium.

(iv) Provident Fund and Family Pension:

He shall get benefit of Provident Fund and Family Pension as per the Company's rules.

(v) Gratuity:

As per the rules of the Company.

(vi) Encashment of Leaves:

As per the rules of the Company

(viii) Company's Car and Driver:

He shall be entitled to two Company cars with two drivers use on actual basis.

(viii) Club Fees:

He shall be entitled for Entrance and Annual membership fees of any one club.

(ix) Domestic Help

He shall be entitled for two domestic help personnel.

(x) Hospitalisation Mediclaim/ Group Term Policy:

• As per Company's Policy.

Other terms

• (a) Leave

As per rules of the Company.

• (b)

Sitting fees

He shall not be entitled for sitting fees for attending the Meeting of the Board of Directors of the Company.

• (c) He shall be entitled to re-imbursement of expenses incurred in the course of legitimate business purpose of the Company.

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RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to approve increments, from time to time, not exceeding 20% p.a. of his last drawn annual remuneration after considering his contribution towards the growth and performance of the Company.

RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company be and is hereby authorized to sign, execute, submit and file the relevant forms, documents etc. and to do all acts, deeds and things as may be deemed necessary to give effect to this resolution.

RESOLVED FURTHER THAT a copy of the above resolution certified by any one of the Directors or Company Secretary of the Company be submitted to the concerned authorities and they be requested to act upon the same. ”

1. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution :

APPOINTMENT OF MR. SARANDHAR SINGH, VICE PRESIDENT - MARKETING AND SALES TO OFFICE/ PLACE OF PROFIT IN THE COMPANY.

“RESOLVED THAT pursuant to the provisions of Section 188 read with Rule 15 of Companies (Meeting of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force) and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and as recommended by the Nomination & Remuneration Committee and Audit Committee and approved by the Board of Directors, the consent of the Company be and is hereby granted for appointment of Mr. Sarandhar Singh as Vice President – Marketing and Sales of the Company to office / place of profit (being brother of Mr. Srinivas Singh, Executive Director of the Company), at a remuneration of Rs. 43,30,411/- (Rupees Forty-Three Lakhs Thirty Thousand Four Hundred and Eleven only) per month effective from the date of approval of the shareholders of the Company and that he shall also be entitled to other benefits as detailed below:

(i) Medical Reimbursement:

• He shall get medical reimbursement for himself and his family subject to a ceiling of Rs. 21,667/- per month.

(ii) Leave Travel Allowance:

He shall get Leave Travel Allowance for himself and his family once in a year which shall not exceed one month's salary.

(iii) Personal Accident Insurance Premium:

The Company shall also reimburse the Personal Accident Insurance Premium.

(iv) Provident Fund and Family Pension:

He shall get benefit of Provident Fund and Family Pension as per the Company's rules.

(v) Gratuity:

As per the rules of the Company.

(vi) Encashment of Leave:

As per the rules of the Company.

(vii) Company's Car and Driver:

He shall be entitled to one Company car with one driver use on actual basis.

(viii) Club Fees:

He shall be entitled for Entrance and Annual membership fees of any one club.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to approve the increments, from time to time not exceeding 20% p.a. of his last drawn annual remuneration after considering his contribution towards the growth of the Company.

RESOLVED FURTHER THAT Mr. Sarandhar Singh shall also be entitled to all the allowances, benefits and perquisites, as are provided to the senior executives of the Company and/or which may become applicable in the future and/or any other allowance, perquisites as Board may decide from time to time.

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RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company be and is hereby authorized to file the relevant forms, documents and returns with the office of the Registrar of Companies as per the applicable provisions of the Act and to do all acts, deeds and things as may be deemed necessary to give effect to the above resolution.

RESOLVED FURTHER THAT a copy of this resolution certified by any of the Directors or Company Secretary of the Company be submitted to the concerned authorities including Registrar of Companies and they be hereby requested to act upon the same.”

By Order of the Board of Directors

Manish Narang President - Legal, Company Secretary & Compliance Officer (ICSI Membership No. F4365)

Place: Mumbai Date: 14th September, 2022

NOTES

1. Explanatory Statement stating the material facts and reasons for the proposed Special Business, pursuant to Section 102(1) of the Companies Act is annexed herewith.

2. In compliance with the Circular No. 14/2020 dated 08th April, 2020, Circular No. 17/2020 dated 13th April, 2020, Circular No. 22/2020 dated 15th June, 2020, Circular No. 33/2020 dated 28th September, 2020, Circular No. 39/2020 dated 31st December, 2020, Circular No. 02/2021 dated 13th January, 2021, Circular No. 10/2021 dated 23rd June, 2021, Circular No. 20/2021 dated 08th December, 2021 and Circular No. 03/2022 dated 05th May, 2022 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depository Participant.

If your e-mail address is not registered with the Company/Depository Participant, you may register on or before 5:00 p.m. (IST) on Friday, 21st October, 2022 to receive this Postal Ballot Notice and the procedure for remote e-voting by completing the process for registration of e-mail address as under:

(a) Registration of email ID for shareholders holding physical shares:

The Members of the Company holding Equity Shares of the Company in physical form and who have not registered their e-mail addresses may get their e-mail addresses registered with Link Intime India Pvt. Ltd., by clicking the link: https://linkintime.co.in/emailreg/email_register.html in their web site www.linkintime.co.in at the Investor Services tab by choosing the E mail / Bank Registration heading and follow the registration process as guided therein. The Members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e mail id and also upload the image of share certificate in PDF or JPEG format. (upto 1 MB).

On submission of the shareholders details an OTP will be received by the shareholder which

(b) For Permanent Registration by Demat shareholders:

It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant (DP) by following the procedure prescribed by the Depository Participant.

(c) For Temporary Registration by Demat shareholders:

The Members of the Company holding Equity Shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Link Intime India Pvt Ltd by clicking on the link: https://linkintime.co.in/emailreg/email_register.html in their web site www.linkintime.co.in at the Investor Services tab by choosing the E mail Registration heading and follow the registration process as guided therein. The members are requested to provide details such as Name, DPID, Client ID/ PAN, mobile number and email ID.

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1. The Notice of Postal Ballot is being sent to all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Friday, 23rd September, 2022.

2. Voting rights in the remote e-voting cannot be exercised by a proxy, though corporate and institutional shareholders shall be entitled to vote through their authorised representatives, with proof of their authorization.

3. In compliance with Sections 108 and 110 of the Companies Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the Listing Regulations, the Company is offering remote e-voting facility to all the Members of the Company to enable them to cast their votes electronically and has engaged the services of CDSL for the same. The remote e-voting facility is available at the link https://www.evotingindia.com. The instructions for electronic voting forms part of this Notice.

4. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the names of the Members as on Friday, 23rd September, 2022. The voting period begins on Friday, 07th October, 2022 at 09.00 a.m. and ends on Saturday, 05th November, 2022 at 5.00 p.m.

5. The Company has appointed CS Mannish L. Ghia, Partner, M/s. Manish Ghia & Associates, Company Secretaries, Mumbai (COP No. 3531) as Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner.

6. The Scrutinizer will submit his report to the Chairman of the Company after completion of scrutiny and the result of the remote e-voting by Postal Ballot will be announced by the Chairman or a person duly authorized by him in writing on or before Tuesday, 08th November, 2022 by 5.00 p.m. at the Registered Office of the Company and shall also be displayed on the Company's website (www.alkemlabs.com), Notice Board at the Registered Office of the Company and communicated to CDSL, Registrar and Share Transfer Agents, BSE Limited and National Stock Exchange of India Limited where the shares of the Company are listed.

7. The resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date of remote e-voting i.e. Saturday, 05th November, 2022.

8. In case any Member has queries, grievances or issues relating to Postal Ballot, Members are requested to write an email to rnt.helpdesk@linkintime.co.in or may write to Ms. Ashwini Nemlekar, Link Intime India Private Limited, C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083; Phone Number: 02249186000 and for any queries, grievances or issues related to remote e-voting, Members may refer to the Frequently Asked Questions and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Rakesh Dalvi- Sr. Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (E), Mumbai – 400013 or toll free no. 1800 22 55 33.

9. The results of the Postal Ballot will also be communicated to the Stock Exchanges. The results along with the Scrutinizer's Report will also be displayed on the Company's website at https://www.alkemlabs.com/Postal-Ballot.php and website of CDSL at www.cdslindia.com.

10. All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of remote e-voting. Members seeking to inspect such documents can send an email to investors@alkem.com.

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INSTRUCTIONS FOR REMOTE E-VOTING:

• (i) The remote e-voting period begins on Friday, 07th October, 2022 at 9.00 a.m. and ends on Saturday, 05th November, 2022 at 5.00 p.m. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 23rd September, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting after 5.00 p.m. on 05th November, 2022.

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• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09 December, 2020, under Regulation 44 of SEBI Listing Regulations, listed entities are required to provide remote e- voting facility to its shareholders, in respect of all shareholders' resolutions.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

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• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09 December, 2020 on e- voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-voting for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	1) 2) 3)	Users of who have opted for CDSL's Easi / Easiest facility, can login through their existing user ID and password. Option will be made available to reach e-Voting page without any further authentication. The URLs for users to login to Easi / Easiest are h t t p s : / / w e b . c d s l i n d i a . c o m / m y e a s i / h o m e / l o g i n o r www.cdslindia.com and click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly. If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi./Registration/ EasiRegistration

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	4) Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where e-voting is in progress and also able to directly access the system of all e-voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: either on a Personal https://eservices.nsdl.com Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at .Select “Register Online https://eservices.nsdl.com for IDeAS “Portal or click athttps://eservices.nsdl.com/Secure Web/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: either on a Personal https://www.evoting.nsdl.com/ Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting
Individual Shareholders (holding securities in demat mode) login through theirDepository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider's website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia. com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (iv) Login method for e-Voting for shareholders other than individual shareholders & physical shareholders

• The shareholders should log on to the e-voting website www.evotingindia.com.

• Click on “Shareholders” module.

• Now Enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• Next enter the Image Verification as displayed and Click on Login.

• If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• If you are a first time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/LIIPL or contact LIIPL.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company please enter the member ID / folio number in the Dividend Bank details feld as mentioned in instruction.

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

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• (viii) Click on the EVSN for Alkem Laboratories Limited on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the voting page.

• (xiv) If a demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xv) Note for Non–Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

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Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013

Item No. 1

rd

The Shareholders of the Company at the Annual General Meeting held on 23 July, 2012 had approved the appointment of Mr. Srinivas Singh (relative of Late Shri Samprada Singh, Chairman Emeritus and Mr. Balmiki Prasad Singh, Executive Director of the Company), as a Product Manager (UlticareDivison) of the Company to an office / place of profit for a period of five years w.e.f 11th June, 2012. Further, the Shareholders of the Company at the Annual General Meeting held on 30th September, 2013, approved the appointment of Mr. Srinivas Singh as a Director- Marketing and Sales (not on the Board) of the Company for a period of five years w.e.f 01st April, 2013.

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Thereafter, the Board of Directors at its meeting held on 20th February, 2015 had re-appointed Mr. Srinivas Singh as Vice President - Marketing and Sales of the Company w.e.f 01st April, 2015, which was approved by the Shareholders of the Company at the Extra Ordinary General Meeting held on 16th March, 2015. The Board at its meeting held on 08thFebruary, 2019 was informed that Mr. Srinivas Singh was additionally responsible for handling the research and development functions for projects in the Company.

Pursuant to the expiry of the term of Mr. Balmiki Prasad Singh, Executive Director of the Company w.e.f. 25th August, 2022, Mr. Srinivas Singh ceased to hold the position of an office / place of profit in the Company. He continued to hold the position of Vice President – R&D Projects of the Company.

Mr. Srinivas Singh aged about 34 years, holds a Bachelor's Degree in Science and has over 10 years of experience in pharmaceutical industry. His key accountabilities include managing R&D projects, generics portfolio, cost optimization and saving, new product launches in Regulated Markets & Alternate Vendor Development and also ensuring risk assessment of to be launched products.

Considering his experience and contribution towards the growth of the Company and based on the recommendation of the Nomination & Remuneration Committee and Audit Committee, the Board at its meeting held on 14th September, 2022 approved the appointment of Mr. Srinivas Singh as an Additional Director and Whole Time Director to be designated as an Executive Director of the Company for a term of five (5) consecutive years w.e.f. 14th September, 2022 upto 13th September, 2027, liable to retire by rotation, at a remuneration of Rs. 67,07,203/- (Rupees Sixty-Seven Lakhs Seven Thousand Two Hundred and Three Only) per month and on such terms and conditions as detailed in resolution under Item No. 1, subject to the approval of the Members of the Company.

The Company has received a notice in writing from a Member, under section 160 of the Companies Act proposing his candidature. Further, the Board now seeks Members approval to regularize his appointment as a Whole Time Director designated as an Executive Director.

The Board recommends the Ordinary Resolution set out in Item No. 1 of the Notice for approval of the Members. Disclosure as required under Regulation 36 of SEBI Listing Regulations and Secretarial Standard-2 on General Meetings is given as an Annexure to this Explanatory Statement.

Except Mr. Srinivas Singh and his relatives, none of the other promoters, directors, key managerial personnel and their respective relatives is concerned or interested in the proposed resolution.

Item No. 2

th

The Shareholders of the Company at the Annual General Meeting held on 28 July, 2011 had approved the appointment of Mr. Sarandhar Singh, (relative of Late Shri Samprada Singh, Chairman Emeritus and Mr. Balmiki Prasad Singh, Executive Director of the Company) as a Director (not on the Board) of the Company to an office / place of profit for a period of five years w.e.f 01st April, 2011. Further, the Board of Directors at its meeting held on 20th February, 2015 had re-appointed Mr. Sarandhar Singh as Vice President - Marketing and Sales of the Company w.e.f 01st April, 2015, which was approved by the Shareholders of the Company at the Extra Ordinary General Meeting held on 16th March, 2015.

th

Pursuant to the expiry of the term of Mr. Balmiki Prasad Singh, Executive Director of the Company w.e.f. 25 August, 2022, Mr. Sarandhar Singh ceased to hold the position of office / place of profit in the Company. He continued to hold the position of Vice President - Marketing and Sales of the Company.

Further, pursuant to the appointment of Mr. Srinivas Singh (DIN: 06744441) as a Whole Time Director to be designated as an Executive Director of the Company, Mr. Sarandhar Singh being the brother of Mr. Srinivas Singh will hold the position of office or place of profit in the Company at a remuneration of Rs. 43,30,411/(Rupees Forty-Three Lakhs Thirty Thousand Four Hundred and Eleven only) per month and on such terms and conditions as mentioned in the resolution set out under Item No. 2 from the date of approval of Members of the Company.

Mr. Sarandhar Singh aged about 36 years, has been associated with the Company for over 10 years. He is responsible for handling the Marketing and Sales function in the Company. He drives the marketing and sales function with his dynamic strategies which have helped the Company to sustain and grow in the competitive environment. Accordingly, the Board recommends his appointment as Vice President – Marketing and Sales to hold office / place of profit in the Company.

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In terms of Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 and other applicable provisions thereunder, appointment to any office or place of profit in the Company of a relative of a Director at a monthly remuneration exceeding Rs. 2,50,000/- is subject to prior approval of the shareholders of the Company. On the basis of the recommendation of the Nomination & Remuneration Committee and Audit Committee, the Board of Directors at its meeting held on 14th September, 2022 had approved the appointment of Mr. Sarandhar Singh, Vice President Marketing & Sales to hold office / place of profit in the Company on such terms and conditions including remuneration as mentioned in the resolution set out under Item No.2 from the date of approval of the Members of the Company.

Information required to be disclosed pursuant to Rule 15 of the Companies (Meetings of the Board and its Powers) Rules, 2014:-

Powers) Rules, 2014:-
Name of the related party and nature of relationship	Mr. Sarandhar Singh; brother of Mr. Srinivas Singh, Executive Director of the Company.
Nature, duration and particular of the contract	The said transaction is for appointment to offce / place of proft in the Company. Duration of the contract shall be so long as he is in employment of the Company.
Material terms of contract / arrangement including value	Remuneration of Rs. 43,30,411/- (Rupees Forty-Three Lakhs Thirty Thousand Four Hundred and Eleven only) per month and other benefts as detailed below: (i)Medical Reimbursement: He shall get medical reimbursement for himself and his family subject to a ceiling of Rs. 21,667/- per month. (ii)Leave Travel Allowance: He shall get Leave Travel Allowance for himself and his family once in a year which shall not exceed one month's salary. (iii)Personal Accident Insurance Premium: The Company shall also reimburse the Personal Accident Insurance Premium. (iv)Provident Fund and Family Pension: He shall get beneft of Provident Fund and Family Pension as per the Company's rules. (v)Gratuity: As per the rules of the Company. (vi)Encashment of Leave: As per the rules of the Company. (vii)Company's Car and Driver: He shall be entitled for one Company car with one driver use on actual basis. (viii)Club Fees: He shall be entitled for Entrance and Annual membership fees of any one club. Annual Increment not exceeding 20% p.a. of his last drawn annual remuneration subject to the approval of the Board of Directors. Mr. Sarandhar Singh, shall also be entitled to all the allowances, benefts and perquisites, as are provided to the senior executives of the Company and/or which may become applicable in the future and/or any other allowance, perquisites as Board may decide from time to time.
Any other information relevant or important for the Members to take the decision on the transaction	NA

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The Board recommends the Ordinary Resolution as set out in Item No. 2 of the Notice for approval of the Members.

Except Mr. Srinivas Singh and his relatives, none of the other promoters, directors, key managerial personnel and their respective relatives is concerned or interested in the proposed resolution.

By Order of the Board of Directors

Manish Narang President - Legal, Company Secretary & Compliance Officer (ICSI Membership No. F4365)

Place: Mumbai Date: 14th September, 2022

ANNEXURE TO ITEM NO. 1

(in pursuance of Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 read with Secretarial Standard – 2 on General Meetings)

Name of Director	Mr. Srinivas Singh
DIN	06744441
Date of Birth	18/11/1988
Age	34 years
Qualifcations	Bachelor of Science
Experience	Over 10 years
Expertise in specifc functional area	Research & Development, Marketing & Sales andGenerics in the pharmaceutical industry
Terms and conditions of appointment along with details of remuneration sought to bepaid	As detailed in Resolution No. 1 of the Notice
Number of shares held in the Company th as on 30 June, 2022	81100 Equity Shares of Rs. 2/- each
List of Directorships held in other listed companies	NIL
List of Directorships in listed Companies from which the person has resigned in the past threeyears	NIL
Chairmanship/Membership of Committees: Audit and Stakeholders' Relationship Committees across Public Companies	NIL
Relationship between Directors inter se	Not related to any Directors of the Company

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