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Alkem Laboratories Limited Proxy Solicitation & Information Statement 2024

Mar 6, 2024

61611_rns_2024-03-06_d2ba4580-93b9-40de-9218-8325ffbdbfd5.pdf

Proxy Solicitation & Information Statement

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06[th] March, 2024

To,

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 09[th] February, 2024, 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 the business as specified in the Postal Ballot Notice dated 09[th] February, 2024 (“Postal Ballot Notice”). In terms of Regulation 30 of the SEBI Listing Regulations, please find enclosed herewith the Postal Ballot Notice.

In compliance with the Ministry of Corporate Affairs Circular nos. 14/2020 dated 08[th] April, 2020, No. 17/2020 dated 13[th] April, 2020, No. 22/2020 dated 15[th] June, 2020, No. 33/2020 dated 28[th] September, 2020, No. 39/2020 dated 31[st] December, 2020, No. 02/2021 dated 13[th] January, 2021, No. 10/2021 dated 23[rd] June, 2021, No. 20/2021 dated 08[th] December, 2021, No. 03/2022 dated 05[th] May, 2022, No. 11/2022 dated 28[th] December, 2022 and No. 09/2023 dated 25[th] September, 2023 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/ Register of Beneficial Owners of the Company maintained by the Depositories as on the cut-off date i.e. Friday, 23[rd] February, 2024. The communication of the assent or dissent of the Members on the proposed resolution would only take place through the remote e-voting system.

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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 Thursday, 07[th] March, 2024 at 09.00 am and shall remain open for a period of 30 days i.e. till Friday, 05[th] April, 2024 at 05.00 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.

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 thereof.

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

MANISH Digitally signed by MANISH NARANG NARANG Date: 2024.03.06 11:09:48 +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: 022 2495 2955 E-mail : [email protected]; 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 Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, read with the Circular Nos. 14/2020 dated 08th April, 2020, No. 17/2020 dated 13th April, 2020, No. 22/2020 dated 15th June, 2020, No. 33/2020 dated 28th September, 2020, No. 39/2020 dated 31st December, 2020, No. 02/2021 dated 13th January, 2021, No. 10/2021 dated 23rd June, 2021, No. 20/2021 dated 08th December, 2021, No. 03/2022 dated 05th May, 2022, No. 11/2022 dated 28th December, 2022 and No. 09/2023 dated 25th September, 2023 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 and other applicable provisions of the Companies Act, read with Rules made thereunder setting out the material facts and reasons for the proposed resolution is also appended to this Postal Ballot 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.

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The Board of Directors of the Company, at its meeting held on 09 February, 2024, 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 Scrutinizer's decision on the validity of the

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

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The remote e-voting period commences from 09.00 a.m. (IST) on Thursday, 07 March, 2024 and ends at 05.00 p.m. (IST) on Friday, 05th April, 2024. 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, 09th April, 2024 by 05.00 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 - https://www.alkemlabs.com/Postal Ballot.php and displayed on the Notice Board of the Company at its Registered

The resolution, 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 RESOLUTION:

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

RECLASSIFICATION OF CERTAIN MEMBERS OF PROMOTER GROUP TO PUBLIC CATEGORY

“RESOLVED THAT pursuant to Regulation 31A and all other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments made thereto) (hereinafter referred to as “Listing Regulations”) and other applicable laws, and subject to necessary approvals from the Stock Exchanges and other appropriate statutory authorities, as may be necessary, the consent of the shareholders of the Company be and is hereby accorded to reclassify the following members of Promoter Group of the Company to “Public” category (“ Reclassification ”):

Sr.
No.
Name of Shareholder Category No. of Shares held % of Shares held
1. Mr. Shikhar Raj Promoter Group 5,50,000 0.46
2. Ms. Sadhika Raj Promoter Group 5,50,000 0.46
3. Ms. Sakshi Sinha Promoter Group 5,50,000 0.46
4. Mr. Satyam Sinha Promoter Group 5,50,000 0.46
Total 22,00,000 1.84

RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is hereby authorized to submit application for Reclassification to the Stock Exchanges wherein securities of the Company are listed or any other regulatory body as may be required and to take such steps expedient or desirable to give effect to this resolution.

RESOLVED FURTHER THAT upon receipt of approval from Stock Exchanges on application made by the Company for Reclassification of Mr. Shikhar Raj, Ms. Sadhika Raj, Ms. Sakshi Sinha and Mr. Satyam Sinha, the Company shall effect such Reclassification in the shareholding pattern from immediate succeeding quarter under Regulation 31 of Listing Regulations and in compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and other applicable provisions.

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.”

By Order of the Board of Directors Manish Narang President - Legal, Company Secretary & Compliance Officer (ICSI Membership No. F4365)

Place: Mumbai Date: 09th February, 2024

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.

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  3. In compliance with the Circular Nos. 14/2020 dated 08 April, 2020, No. 17/2020 dated 13 April, 2020, No. 22/2020 dated 15th June, 2020, No. 33/2020 dated 28th September, 2020, No. 39/2020 dated 31st December, 2020, No. 02/2021 dated 13th January, 2021, No. 10/2021 dated 23rd June, 2021, No. 20/2021 dated 08th December, 2021, No. 03/2022 dated 05th May, 2022, No. 11/2022 dated 28th December, 2022 and No. 09/2023 dated 25th September, 2023 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 05:00 p.m. (IST) on Friday, 15th March, 2024 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:

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(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 needs to

(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 website 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 e-mail ID.

  1. This Postal Ballot Notice 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 February, 2024.

  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 and Rule 22 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 Postal Ballot 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 February, 2024. The voting period begins on Thursday, 07th March, 2024 at 09.00 a.m. and ends on Friday, 05th April, 2024 at 05.00 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, 09th April, 2024 by 05.00 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 and Stock Exchanges viz. NSE and BSE where the shares of the Company are listed.

  7. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of remote e-voting i.e. Friday, 05th April, 2024.

  8. 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 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

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[email protected] or contact Mr. Rakesh Dalvi- Sr. Manager, CDSL, A Wing, 25 Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (E), Mumbai – 400013 or toll free no. 1800 22 55 33.

  1. 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.

  1. 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 [email protected].

INSTRUCTIONS FOR REMOTE E-VOTING:

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  • (I) The remote e-voting period begins on Thursday, 07 March, 2024 at 09.00 a.m. and ends on Friday, 05 April, 2024 at 05.00 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 February, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting after 05.00 p.m. on 05th April, 2024.

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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 the 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 withCDSL
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
https://web.cdslindia.com/myeasi/home/login
www.cdslindia.com
or
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 e-voting is in progress
as per the information provided by company. On clicking the e-voting
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.
Additionally, there is also links provided to access the system of all
e-voting Service Providers, 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)
2)
3)
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.
If the user is not registered for IDeAS e-Services, option to register is
available at
.Select “Register Online for
https://eservices.nsdl.com
IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
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.
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.

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

Login type Helpdesk details
Individual Shareholders
holding securities in Demat
mode withCDSL
Members facing any technical issue in login can contact CDSL helpdesk
by sending a request at
or contact at
[email protected]
toll free no. 1800 22 55 33
Individual Shareholders
holding securities in Demat
mode withNSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request at [email protected] or call at toll free
no.: 022 4886 7000 and 022 2499 7000

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  • (iv) Login method for e-voting for Physical Shareholders and Shareholders other than individual holding in demat form

  • 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 Physical Shareholders and other than individual Shareholders
holding shares in demat 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/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

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

  • (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.

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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]

  • 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 [email protected] and on approval of the accounts they would be able to cast their vote.

  • 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 scrutinizer to verify the same. The authorization in respect of Representative(s) of the Corporation shall be received by the scrutinizer/Company before close of e-voting.

  • 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 e-voting system for the scrutinizer to verify the same.

  • (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 at toll free no. 1800 22 55 33

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

Item No. 1

In terms of Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (hereinafter referred as “Listing Regulations”), the Stock Exchange(s) where the Company's equity shares are listed may permit re-classification of Promoter/ 'Promoter Group' as 'Public' Shareholders or vice versa subject to fulfillment of conditions as provided therein.

In this regard, the Company has received request in the form of applications from Mr. Shikhar Raj, Ms. Sadhika Raj, Ms. Sakshi Sinha and Mr. Satyam Sinha, Members of the Promoter Group of the Company under Regulation 31A of the Listing Regulations for re-classification under the 'Public' category (“ Reclassification ”). The persons mentioned in the below table have been recently classified as Promoter Group in accordance with Regulation 31A(6) of the Listing Regulations due to the gift of equity shares of the Company from a member of the Promoter Group. The abovementioned persons seeking Reclassification would not have been classified as members of the Promoter Group if it were not for the gift of equity shares received from an existing member of the Promoter Group. The applications were placed before the Board of Directors at its meeting held on 09th February, 2024.

A. The shareholding of Mr. Shikhar Raj in the Company as on date along with his relatives is as mentioned below:

Name Shareholding category Relation No. of Shares % Holding
Shikhar Raj Promoter Group Self 5,50,000 0.46
Rajesh Kumar Public Father 26,84,535 2.25
Prerna Kumar Public Mother 5,26,701 0.44
Sadhika Raj Promoter Group Sister 5,50,000 0.46
Total 43,11,236 3.61

B. The shareholding of Ms. Sadhika Raj in the Company as on date along with her relatives is as mentioned below:

Name Shareholding Category Relation No. of Shares % Holding
Sadhika Raj Promoter Group Self 5,50,000 0.46
Rajesh Kumar Public Father 26,84,535 2.25
Prerna Kumar Public Mother 5,26,701 0.44
Shikhar Raj Promoter Group Brother 5,50,000 0.46
Total 43,11,236 3.61

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C. The shareholding of Ms. Sakshi Sinha in the Company as on date along with his relatives is as mentioned below:

Name Shareholding Category Relation No. of Shares % Holding
Sakshi Sinha Promoter Group Self 5,50,000 0.46
Rajeev Ranjan Public Father 24,85,342 2.08
Anita Singh Public Mother 7,25,900 0.61
Satyam Sinha Promoter Group Brother 5,50,000 0.46
Total 43,11,242 3.61
  • D. The shareholding of Mr. Satyam Sinha in the Company as on date along with her relatives is as mentioned below:
Name Shareholding Category Relation No. of Shares % Holding
Satyam Sinha Promoter Group Self 5,50,000 0.46
Rajeev Ranjan Public Father 24,85,342 2.08
Anita Singh Public Mother 7,25,900 0.61
Sakshi Sinha Promoter Group Sister 5,50,000 0.46
Total 43,11,242 3.61

The Board noted that none of the members of Promoter Group seeking Reclassification together with their immediate relatives (as defined under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018) hold more than 10% of total voting rights in the Company.

The members seeking Reclassification are not associated with the business of the Company in any manner and do not exercise direct or indirect control over the affairs of the Company. They do not hold and have never held any key managerial position in the Company and they have never had any representation on the Board of Directors of the Company and are not engaged in day to day affairs of the Company in any manner. They do not in any manner influence the decision taken by the Company and do not have any special rights in the Company through formal or informal arrangements with the Company including any shareholder agreements. The Board also took note of the representations furnished by abovementioned members of Promoter Group confirming that they are not (i) a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018; or (ii) a wilful defaulter per the guidelines issued by the Reserve Bank of India; or there is no pending regulatory action against the members of Promoter Group seeking Reclassification.

The Board of Directors of the Company considered the facts stated above and accepted the request for Reclassification of Mr. Shikhar Raj, Ms. Sadhika Raj, Ms. Sakshi Sinha and Mr. Satyam Sinha from the 'Promoter Group' category to the 'public' category. In accordance with the Listing Regulations, the Board of Directors has recommended passing the Ordinary Resolution as set out in the Notice, for approval of the shareholders.

In accordance with the Listing Regulations, upon Reclassification to the 'Public' category, the abovementioned persons shall not (i) hold more than 10% of the total voting rights in the Company; (ii) exercise control over the affairs of the Company directly or indirectly; (iii) have any special rights with respect to the listed entity through formal or informal arrangements including through any shareholder agreements. Further, they shall not be represented on the Board of Directors of the Company (including through a nominee director) or act as a key managerial personnel of the Company for a period of at least three years from the date on which the Stock Exchange approves their Reclassification in the 'Public' category.

The Company is in compliance with the requirement for minimum public shareholding as required under Regulation 38 of the Listing Regulations. The Company does not have any outstanding dues payable to the Securities and Exchange Board of India, the stock exchanges where its equity shares are listed (“Stock Exchanges”) or the depositories. Further, trading in the equity shares of the Company has not been suspended by the Stock Exchanges.

The relevant documents in this regard are available for inspection in physical and/or electronic form, between 11.00 a.m. to 1.00 p.m. on all working days, till Friday, 05th April, 2024 at the registered office of the Company.

In accordance with the Listing Regulations, the members seeking Reclassification and their immediate relatives (as defined under Regulation 2(1)(pp) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018) shall not vote on this resolution.

None of the Directors, Key Managerial Personnel and relatives thereof has any concern or interest, financial or otherwise, in the resolution at Item No. 1 of this Notice.

By Order of the Board of Directors

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

Place: Mumbai Date: 09th February, 2024

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