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Alkem Laboratories Limited — Proxy Solicitation & Information Statement 2022
Jan 11, 2022
61611_rns_2022-01-11_0019e806-4437-4520-8f70-f94c92f065f0.pdf
Proxy Solicitation & Information Statement
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ALKEM LABORATORIES LTD.
Regd. Office : ALKEM HOUSE, Senapati Bapat Marg, Lower Pare! (West), Mumbai• 400 013, Maharashtra, India. • Phone: +91-22-3982 9999 • Fax: 022-2495 2955
- Email: [email protected] Website: www.alkemlabs.com
- CIN: L00305MH1973PLC174201
11th January, 2022
| The Corporate Relationship Department | National Stock Exchange of India Limited |
|---|---|
| BSE Limited | Exchange Plaza, |
| Phiroze Jeejeebhoy Towers, | Bandra Kurla Complex, |
| Dalal Street, | Bandra East, |
| Mumbai 400 001. | Mumbai 400 051. |
| Scrip Code: 539523 | 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 20th December, 2021, 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 Rules 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 business as specified in the Postal Ballot Notice dated 20th December, 2021 ("Postal Ballot Notice").
In terms of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Postal Ballot Notice.
In compliance with the Ministry of Corporate Affairs Circulars No. 14/2020 dated 08th April, 2020, No. 17/2020 dated 13th April, 2020, No. 33/2020 dated 28th September, 2020, No. 39/2020 dated 31st December, 2020, Circular No. 02/2021 dated 13th January, 2021 and Circular No. 20/2021 dated 08th December, 2021, 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 and whose names are recorded in the Register of Members/ Register of Beneficial Owners maintained by the Company/ Depositories as on the Cut-off date i.e. Friday, 31st December, 2021 ("Cut-off date"). The communication of the assent or dissent of the Members on the proposed resolution would only take place through the remote e-voting system.
The Company has engaged the services of Central Depository Services Limited ("CDSL") to provide remote e-voting facility to its Members. The remote e-voting period commences on Wednesday, 12th January, 2022 at 9.00 am and shall remain open for a period of 30 days i.e. till Thursday, 10th February, 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 Postal Ballot process in fair and transparent manner.

ALKEM LABORATORIES LTD.
Regd. Office : ALKEM HOUSE, Senapati Bapat Marg, Lower Pare! (West), Mumbai• 400 013, Maharashtra, India. • Phone: +91-22-3982 9999 • Fax: 022-2495 2955 • Email: [email protected] • Website: www.alkemlabs.com • CIN: L00305MH1973PLC174201
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 completing the registration process on or before 5:00 p.m. (IST) on Friday, 28th January, 2022 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 shall also be available on the Company's website https://www.alkemlabs.com/voting-result.php and on the website of CDSL.
Kindly take the same on record.
Sincerely,
For Alkem Laboratories Limited
Manish Narang
Digitally signed by Manish Narang Date: 2022.01.11 13:03:25 +05'30'
Manish Narang President - Legal, Company Secretary & Compliance Officer
Encl.: a/a

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: [email protected]; Website: www.alkemlabs.com; Corporate Identity Number: L00305MH1973PLC174201
POSTAL BALLOT NOTICE
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 th th th dated 08 April, 2020, Circular No. 17/2020 dated 13 April, 2020, Circular No. 33/2020 dated 28 September, 2020, Circular No. st th th 39/2020 dated 31 December, 2020, Circular No. 02/2021 dated 13 January, 2021 and Circular No. 20/2021 dated 08 December, 2021, 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 resolution 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, setting out the material facts and reasons for the proposed resolution is 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 resolution would only take place through the remote e-voting system.
th The Board of Directors of the Company, at its meeting held on 20 December, 2021, 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.
th The remote e-voting period commences from 9.00 a.m. (IST) on Wednesday, 12 January, 2022 and ends at 5.00 p.m. (IST) on th Thursday, 10 February, 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 on or before th Monday, 14 February, 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 resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of remote e-voting.
POSTAL BALLOT – SHAREHOLDERS' PROPOSED RESOLUTION:
To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:
PROPOSED RESOLUTION:
1. APPOINTMENT OF MRS. MADHURIMA SINGH AS A WHOLETIME DIRECTOR TO BE DESIGNATED AS AN EXECUTIVE DIRECTOR OF THE COMPANY.
"RESOLVED THAT pursuant to the provisions of Sections 149, 152, 196, 197 and 203 read with Schedule V and other applicable provisions if any of the Companies Act, 2013 (including any statutory modifications, enactments or re-enactments thereof for the time being in force), 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 the appointment of Mrs. Madhurima Singh (DIN:09137323), in respect of whom Notice has been received from a Member under Section 160 of the Companies Act, 2013 proposing her candidature for the office of the Director, as a Whole Time Director designated as an Executive Director liable to retire by rotation for a term of five (5) th th consecutive years effective from 20 December, 2021 upto 19 December, 2026, at a remuneration of Rs. 59,96,100/- (Rupees Fifty Nine Lakhs Ninety Six Thousand and One Hundred Only) per month, and that Mrs. Madhurima Singh (DIN:09137323) shall also be entitled for the following benefits:
(i) Medical Reimbursement:
Medical reimbursement for herself and her family subject to a ceiling of Rs. 16,667/- per month.
(ii) Leave Travel Allowance:
Leave Travel Allowance for herself and her 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: 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: Entitled for the use of two Company cars with two drivers on an actual basis.
- (viii) Club Fees: Entitled for Entrance and Annual membership fees of any one club.
- (ix) Domestic Help: Entitled for use of 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:
No sitting fees for attending the Meeting of the Board of Directors of the Company.
(c) Entitled to re-imbursement of expenses incurred in the course of legitimate business purpose of the Company.
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 the Director's last drawn annual remuneration after considering the Director's 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 copy of the above resolution certified by any one of the Directors or Company Secretary be submitted to the concerned authorities and they be 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 th Date: 20 December, 2021
NOTES
-
- 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.
- th th 2. In compliance with the Circular No. 14/2020 dated 08 April, 2020, Circular No. 17/2020 dated 13 April, 2020, Circular No. th st th 33/2020 dated 28 September, 2020, Circular No. 39/2020 dated 31 December, 2020, Circular No. 02/2021 dated 13 January, th 2021 and Circular No. 20/2021 dated 08 December, 2021 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. th (IST) on Friday, 28 January, 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 email 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 needs to be entered in the link for verification.
(b) For Permanent Registration for 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 for Demat shareholders:
The Members of the Company holding Equity Shares of the Company in Demat Form and who have not registered their email 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.htmlin 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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- 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 st ("CDSL") as on Friday, 31 December, 2021.
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- 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.
-
- 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 linkhttps://www.evotingindia.com. The instructions for electronic voting forms part of this Notice.
- st 6. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the names of the Members as on Friday, 31 th th December, 2021. The voting period begins on Wednesday, 12 January, 2022 at 09.00 a.m. and ends on Thursday, 10 February, 2022 at 5.00 p.m.
-
- 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.
-
- The Scrutinizer will submit his report to the Chairman of the Company after completion of scrutiny and the result of the remote eth voting by Postal Ballot will be announced by the Chairman or a person duly authorized by him in writing on or before Monday, 14 February, 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 BSE Limited and National Stock Exchange of India Limited where the shares of the Company are listed, CDSLand Registrar and Share Transfer Agents.
-
- The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of remote e-voting i.e. th Thursday, 10 February, 2022.
-
- In case any member has queries, grievances or issues relating to Postal Ballot, members are requested to write an email to [email protected] 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: 022-49186000 and for any queries, grievances or issues related to 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 [email protected] or contact Mr. Rakesh Dalvi- Sr. Manager, Central Depository th Services (India) Limited, AWing, 25 Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (E), Mumbai – 400013 or call on 022-23058542/43.
INSTRUCTIONS FOR E-VOTING:
- th th (I) The remote e-voting period begins on Wednesday, 12 January, 2022 at 9.00 a.m. and ends on Thursday, 10 February, 2022 at 5.00 p.m. During this period, shareholders of the Company, holding shares either in physical form or in st dematerialized form, as on the cut-off date i.e. 31 December, 2021 may cast their vote electronically. The e-voting th module shall be disabled by CDSLfor voting after 5.00 p.m. on 10 February, 2022.
- th (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.
th (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 |
|---|---|
| Individual Shareholdersholding securities in Dematmode with CDSL | 1)Users of who have opted for CDSL's Easi / Easiest facility, can loginthrough their existing user ID and password. Option will be madeavailable to reach e-Voting page without any further authentication. TheU R L sf o ru s e r st ol o g i nt oE a s i/E a s i e s ta r ehttps://web.cdslindia.com/myeasi/home/login or www.cdslindia.comand click on Login icon and select New System Myeasi. |
| 2)After successful login the Easi / Easiest user will be able to see the eVoting option for eligible companies where the evoting is in progress asper 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 providerfor casting your vote during the remote e-Voting period. Additionally,there is also links provided to access the system of all e-Voting ServiceProviders i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user canvisit the e-Voting service providers' website directly. | |
| 3)If the user is not registered for Easi/Easiest, option to register is availableat https://web.cdslindia.com/myeasi./Registration/ EasiRegistration | |
| 4)Alternatively, the user can directly access e-voting page by providingDemat Account Number and PAN No. from a link in www.cdslindia.comhome page. The system will authenticate the user by sending OTP onregistered Mobile & Email as recorded in the Demat Account. Aftersuccessful authentication, user will be able to see the e-voting optionwhere e-voting is in progress and also able to directly access the systemof all e-voting Service Providers. |
| Individual Shareholdersholding securities in dematmode with NSDL | 1) | If you are already registered for NSDL IDeAS facility, please visit the eServices website of NSDL. Open web browser by typing the following URL:hps://eservices.nsdl.com either on a Personal Computer or on a mobile.Once the home page of e-Services is launched, click on the "BeneficialOwner" icon under "Login" which is available under 'IDeAS' section. A newscreen will open. You will have to enter your User ID and Password. Aftersuccessful 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 eVoting page. Click on company name or e-Voting service provider name andyou will be re-directed to e-Voting service provider website for casting yourvote during the remote e-Voting period. |
|---|---|---|
| 2) | If the user is not registered for IDeAS e-Services, option to register is availableat hps://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or clickat hps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
| 3) | Visit the e-Voting website of NSDL. Open web browser by typing the followingURL: hps://www.evong.nsdl.com/ either on a Personal Computer or on amobile. Once the home page of e-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/Member' section. Anew screenwill open. You will have to enter your User ID (i.e. your sixteen digit demataccount number hold with NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication, you will be redirected toNSDL Depository site wherein you can see e-Voting page. Click on companyname or e-Voting service provider name and you will be redirected to e-Votingservice provider website for casting your vote during the remote e-Votingperiod. | |
| Individual Shareholders(holding securities in dematmode) login through theirDepository Participants | You can also login using the login credentials of your demat account throughyour Depository Participant registered with NSDL/CDSL for e-Voting facility.After successful login, you will be able to see e-Voting option. Once you clickon e-Voting option, you will be redirected to NSDL/CDSL Depository site aftersuccessful authentication, wherein you can see e-Voting feature. Click oncompany name or e-Voting service provider name and you will be redirectedto e-Voting service provider's website for casting your vote during the remotee-Voting period. |
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. CDSLand NSDL
| Login type | Helpdesk details |
|---|---|
| IndividualShareholdersholding securities in Dematmode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk bysending a request at [email protected] or contact at 022-23058738 and 22-23058542-43. |
| IndividualShareholders | Members facing any technical issue in login can contact NSDL helpdesk by |
| holding securities in Demat | sending a request at [email protected] or call at toll free no.: 1800 1020 |
| mode with NSDL | 990 and 1800 22 44 30 |
(iv) Login method for e-Voting for shareholders other than individual shareholders & physical shareholders
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The shareholders should log on to the e-voting website www.evotingindia.com.
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Click on "Shareholders" module.
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Now Enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DPID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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Next enter the Image Verification as displayed and Click on Login.
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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.
| 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 byCompany/LIIPLor contact LIIPL. | |
| Dividend Bank DetailsOR Date of Birth (DOB) | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) asrecorded 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 pleaseenter the member ID / folio number in the Dividend Bank details field asmentioned in instruction (iv). |
• If you are a first time user follow the steps given below:
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(v) After entering these details appropriately, click on "SUBMIT" tab.
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(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.
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(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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(vii) Click on the EVSN for Alkem Laboratories Limited on which you choose to vote.
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(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.
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(x) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
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(xi) After selecting the resolution you have decided to vote on, click on "SUBMIT". Aconfirmation 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.
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(xii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
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(xiii) You can also take a print of the votes cast by clicking on "Click here to print" option on the voting page.
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(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.
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(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 [email protected]
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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.
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The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
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A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutiniser to verify the same. The authorization in respect of Representative(s) of the Corporation shall be received by the scrutiniser /Company before close of e-voting.
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Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL evoting system for the scrutinizer to verify the same.
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(xvi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738) or Mr. Rakesh Dalvi (022-23058542/43).
Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013
Item No. 1
Mrs. Madhurima Singh aged 56 years, holds Post Graduate Degree in MSc (Botany) with distinction from Ranchi University and specialization in Plant Pathology and Genetics (1992). She has completed her Diploma in entrepreneurship from SVKM's Bhagubhai Mafatlal Polytechnic Institute (1994) and also holds a B.A (first class) in Astronomy from Bhartiya Vidya Bhawan, Mumbai University (2005). Mrs. Singh has also undertaken various courses in financial markets from The BSE Institute. Presently, Mrs. Madhurima Sing his working on her 'PhD in Microbial & Molecular Genetics' from Patna University (Patna Science College). She is currently serving as a Director of the "Maaiya Social Change Front Foundation" for the upliftment of underprivileged sections of the society. Her areas of expertise includes research in phyto pharmacy, general administration, human resources, non-profit management and philanthropy.
Considering the educational and professional background of Mrs. Madhurima Singh and based on the recommendation of the th Nomination & Remuneration Committee and Audit Committee, the Board of Directors of the Company at its meeting held on 20 December, 2021 approved the appointment of Mrs. Madhurima Singh as an Additional Director and Whole Time Director to be th designated as an Executive Director of the Company for a term of five (5) consecutive years effective from 20 December, 2021 upto th 19 December, 2026, liable to retire by rotation, 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 her candidature. Further, the Board now seeks to confirm her appointment as a Whole Time Director designated as an Executive Director of the Company. Hence, the Board recommends the Resolution to be passed as an Ordinary Resolution.
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 Mrs. Madhurima Singh and Mr. Basudeo N. Singh, none of the other Directors/ Key Managerial Personnel of the Company and their respective relatives are in any way concerned or interested in the proposed Ordinary Resolution.
By Order of the Board of Directors
Manish Narang President - Legal, Company Secretary & Compliance Officer (ICSI Membership No. F4365)
Place: Mumbai th Date: 20 December, 2021
ANNEXURE TO ITEM 1 OF THE NOTICE
(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 | Mrs. Madhurima Singh |
|---|---|
| DIN | 09137323 |
| Date of Birth | 02.10.1965 |
| Age | 56 years |
| Qualifications | 'Msc (Botany) with specialization in Plant Pathology and Genetics, Diploma inentrepreneurship, B.A in Astronomy and undertaken various courses in financial marketsfrom The BSE Institute. Currently working on PhD in Microbial & Molecular Genetics'. |
| Experience | Entrepreneurial professional currently serving as a Director of the "Maaiya Social ChangeFront Foundation" for upliftment of underprivileged sections of the society. |
| Expertise in specific functional area | Research in phytopharmacy, general administration, human resources, non-profitmanagement and philanthropy. |
| Remuneration proposed to be given | As detailed in Resolution No. 1 of the Notice. |
| Number of shares held in the Companyth as on 30 September, 2021. | 9,08,694 Equity Shares of Rs. 2/- each |
| List of Directorships held in othercompanies (excluding foreign, privateand Section 8 companies) | NIL |
| List of Directorships in listed entitiesfrom which the person has resigned inthe past three years | NIL |
| Chairmanship / Membership ofCommittees: Audit and Stakeholders'Relationship Committees acrossPublic Companies including AlkemLaboratories Limited | NIL |
| Relationship between Directors interse | Daughter-in-law of Mr. Basudeo N. Singh, Executive Chairman of the Company. |
| Number of Board Meetings attendedduring the year 2021-22 | NA |