Biocon Ltd. — Governance Information 2020

Aug 21, 2020

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Biocon Limited 20th KM, Hosur Road Electronic City Bangalore 560 100, India T 91 80 2808 2808 F 91 80 2852 3423

August 21, 2020

CIN : L24234KA1978PLC003417

www.biocon.com

To, To, The Manager The Manager BSE Limited National Stock Exchange of India Limited Department of Corporate Services Corporate Communication Department Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai – 400 001 Mumbai – 400 050 Scrip Code- 532523 Scrip Symbol- Biocon

Subject: Intimation pursuant to Regulation 30 of SEBI Listing Regulations, amendment in Memorandum of Association of the Company.

Dear Sir/ Madam,

In continuation to our letter dated July 25, 2020 on proceedings of 42[nd] Annual General Meeting of the Company, which was held on Friday, July 24, 2020, wherein members has approved increase in the Authorised Share Capital and consequent amendment to the Memorandum of Association (MOA) of the Company.

Consequent to aforesaid amendment, the Authorised Share Capital of the Company stands increased from Rs. 600,00,00,000 (Rupees Six Hundred Crores) divided into 120,00,00,000 (One Hundred Twenty Crores) equity shares of Rs. 5/- (Rupees Five) each to Rs. 625,00,00,000 (Rupees Six Hundred Twenty Five Crores) divided into 125,00,00,000 (One Hundred Twenty Five Crores) equity shares of Rs. 5/(Rupees Five) each. The amended MOA of the Company is enclosed herewith for reference.

We request you to take this on record and acknowledge.

Thanking you,

Yours faithfully,

For Biocon Limited ______ Mayank Verma Company Secretary and Compliance Officer

Enclosed: Amended MOA.

(THE COMPANIES ACT, 1956)

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

BIOCON LIMITED

• i. The name of the Company is BIOCON LIMITED.

• ii. The Registered Office of the Company will be situated in the state of Karnataka. iii. The Object for which the Company is established are:

(A) MAIN OBJECT TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:

1. To carry on the business of manufacturing, processing, distilling, compounding, formulating, acquiring, buying selling, importing, exporting, and dealing in all enzyme products from animal, microbial, plant sources, products from fish sources, vegetables and herb extracts, agricultural product including cattle feed, and all chemical heavy or fine, organic, inorganic, biological or any other formulations, derivatives and compounds thereof from mineral origin or from other chemical or from by- products or waste products of other trades and industries and other branded preparation and compounds, derivatives and formulation thereof and consumer products based thereon, pharmaceutical specialities, surgical specialities, cosmetics germicides, detergents and acids.

2. To establish and run an extraction plant for the extraction of oils, colouring matters, crude drugs and other extracts from seeds, barks, cakes, flower, plants in all forms for the production of natural colourants, alkaloids, steroids, other drugs and medicines and other products.

3. To cultivate, crush, utilise, buy sell and deal in seeds, substances, and plants of every description.

4. (B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINEMENT OF THE MAIN OBJECTS:

5. To undertake and transact all kinds of agency business which may be conveniently carried on along with any of the above business.

6. To enter into contracts, agreements, arrangements and collaborate with any other person, firm, company or body corporate for the carrying out by such other person, firm company or body corporate, on behalf of the company of any of the objects for which the company is formed.

7. To buy, sell, manufacture, refine, manipulate, import, export, and deal in substances, apparatus, and things capable of being used in any business of the company or required by any customers or persons having dealing with the company.

8. To repair, alter, remodel, clean, renovate, convert, manipulate and prepare for resale and resell any goods from time to time belonging to the company.

9. To employ experts to investigate and examine into conditions, prospects, value, character, and circumstances of any business concerns and undertaking and generally of any assets, property or rights of the company.

10. To purchase, take on lease or in exchange, hire or otherwise acquire any immovable or movable property, any rights or privileges which company may think necessary or convenient for the purpose of its business or may enhance the value of any other property of the company and in particular any land, building easements, Machinery plants and stock in trade, and either the same to account as may seem expedient.

11. To builds, construct, alter. Improve, maintain, enlarge, pull down, remove or replace and to develop, work, manage, carry out and control any buildings, offices, factories, mills, shops, machineries, engines, or any roads, ways, tramways, bridges, wells, reservoirs, water-courses, Wharves, ware-houses, electric works, shops, stores, chawls, and other works and interest and to contribute to, subsidies, or otherwise assist or take part in the construction, improvements, maintenance, development, working, management, carrying out or control thereof and to join with any other person or company in doing any of these things.

12. To let on lease or on hire purchase system or to lend or otherwise dispose of any property belonging to the company, and to finance the purchase of any article or articles, whether made by the company or not, by way of loans, or by the purchase of any such article or articles and the letting thereof on the hires purchase system or otherwise howsoever.

13. To sell, lease, mortgage or otherwise dispose of the any property belonging to the company or any part thereof for such consideration as the company may think fit, and in particular for shares, stocks, debentures or other securities of any other company whether or not having objects altogether or in part similar to those of the company.

14. To amalgamate, enter into any partnership or into any arrangement for sharing profits, union of interest, co-operations, joint venture or reciprocal concession, or for limiting competition with any other person or company carrying on engage in or about to carry on or engage in any business or transaction, which the company is authorised to carry on or engage in or which can be carried on in conjunction therewith or which is capable of being conducted as directly or indirectly to benefit the company or to acquire and carry on any other business ( whether manufacturing or otherwise) auxiliary to the business of the company or connected therewith or calculated directly or indirectly to enhance the value of or render more profitable any of property acquired any shares, debentures, debentures stocks or securities that may agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debentures stock or securities so received.

15. To remunerate any person or company for services rendered in placing or assisting to place or guaranteeing the placing of shares in the company res stock or other securities of the company or in or about the formation or promotion of the company or the acquisition of the property by the company of the conduct of its business.

16. To acquire and undertake the whole or any part of the business, property and liabilities of any person or company carrying on or proposing to carry on any business which the company is authorised to carry on or possessed of property suitable for the purpose of this company, or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the company.

17. To establish or promote or occur in establishing or promoting any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of the company or for any other purpose which may seem directly or indirectly calculated to benefit the company and to place or guarantee the placing of, underwrite, subscribe for or otherwise acquire all or any part of the shares, debentures of other securities of any such company.

18. To enter into any arrangement with any government or authority supreme, local, or otherwise them and to obtain from any such government authority, person or company any rights, privileges, charters, contracts, licences and concession which the company may think it desirable to obtain and to carry out, exercise and comply therewith.

19. To apply for, promote and obtain any Act, charter, privilege, concession, licence, authorisation, if any, of and or from any government, state or municipality, provisional order or licence or any authority for enabling the company to carry any of its objects into effects, or for extending any of the power of the company, or for effecting any modification of the ient and to oppose

any proceeding or applications which may seem calculated, directly or indirectly to prejudice

1. To apply for, purchase or otherwise acquire, and protect and renew in any part of the world any patens, patent right, brevets invention, trademarks, design, licences, concessions, and the like conferring any exclusive or non-exclusive or limited right to their use or any secret or other information as to any invention which may seem, calculated, directly or indirectly to benefit the company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property, rights or information so acquired, and expend money in experimenting upon, testing or improving any such patents, inventions or rights.

2. To establish, provide maintain and conduct, or otherwise subsidies research laboratories and experimental workshops for scientific, and technical research and experiments and to undertake and carry out all scientific and technical researches, experiments, and tests of all kinds and to promote studies and research, both scientific and technical investigation and invention by providing, subsidising, or assisting laboratories, workshops, libraries, lectures, meetings and conferences and by providing for the remuneration of scientific or technical professors or teachers and by providing for award of exhibitions, scholarship, prizes and grants to students or otherwise and generally to encourage, promote and reward studies researches, investigations, experiments, tests and inventions, of any kind that may be considered likely to assists any of the business which the company is authorised to carry on.

3. To make donations to such persons or institutions and in such cases and either of cash or any other asse

objects or otherwise expedient and in particular to remunerate and person or corporation introducing business to this company, and also to subscribe, contribute or otherwise assists or guarantee money for charitable, scientific, religious, or benevolent, national, public or other institutions, objects or any exhibitions or for any public, general or other objects and to establish and support or aid in the establishment and support of association, institutions funds and conveniences for the benefit of employees, ex- employees (including directors) of the company or its predecessors in business or of person having dealings with the company or the dependents, relatives, or connected with such person and in particular friendly or other benefit societies and to grant pension, allowances, gratuities and bonuses either by way of annual payments or a lump sum and to make payments or a lump sum and to make payments towards insurances and to form and contribute to provident and benefit funds of or for such persons.

1. To refer to agree to refer to any claim, demand, dispute or any other question, by or against the company, or in which the company, or in which the company is interested or concerned and whether between the company and the member or members or his or their representatives or between the company and third parties, to arbitration in India or at any place outside India and to observe and perform and to do all acts, deeds, matters and things to carry out or enforce the awards.

2. To pay out of the company all expenses which the company may lawfully pay with respect to the promotion, formation and registration of the company or the issue of its capital including brokerage and commission for obtaining applications for or taking, placing or underwriting or procuring the underwriting of shares, debentures or other securities of the company.

3. To pay all preliminary expenses of any company promoted by the company or any company in which the company is or may contemplate being interested including in such preliminary expenses all or any part of the costs and expenses of owners of any business or property acquired by the company.

4. To pay for any rights or property acquired by the company and to remunerate any person or company for services rendered or to be rendered in placing if shares in the or any debentures, debentures stock or other securities of the company or

in or about the formation or promotion of the company or the acquisition of property by the company or the conduct of its business whether by cash payment or by the allotment of shares, debentures, or other securities, of the company credited as paid up in full or in part or otherwise.

1. To adopt such means of making known the business of the company as may seem expedient in particular by advertising in the press by circulars, by purchase and exhibition of works of arts or interest, in publication of books and periodicals, and bt granting prizes, rewards and donations.

2. To receive money on deposit or loan and borrow or raise money in such manner as the company shall think fit, and in particular by the issue of debentures, or debenture stock (perpetual or otherwise) and to secure the payment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or assets of the company ( both present and future) including the uncalled capital and also by a similar mortgage, charge or

lien to secure and guarantee the performance by the company or any other person or company of any obligation undertaken by the company or any person or company as the case may be.

1. To invest or deal with the funds of the company in such manner and upon such securities as shall from time to time be thought necessary or for the benefits of the company and to create any reserve fund, sinking found, depreciation fund, or provident fund thereout.

2. To undertake and execute any trusts the undertaking of which may see to the company desirable and either gratuitously or otherwise.

3. To draw, make accept, endorse, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments and securities.

Subject to the provisions of the Banking Regulation Act, 1949.

1. To lend and advance moneys or give credit to such other person or persons or companies and on such term as may seem expedient and in particular to customers and other having dealing with the company and to guarantee the performance of any contract or obligation and the payments of moneys or of or by any such persons or companies and generally to give guarantees and indemnities.

2. To sell, improve, manage, develop, Exchange lease, mortgage, dispose of, turn to accounts or otherwise deal with all or any part of the property and rights of the company for the time being.

3. To establish and maintain or procure the establishment and maintenance of any contributory or non- contributory pension or superannuation funds for the benefits, of and give or procure the giving of donations, gratuities, pension, allowances, or emoluments to any person who are or were at any time in the employment or service of the company or of any company which is a subsidiary of the company or allied to or associated with the company or with any such subsidiary company or who are or were at any time directors or officers of the company or any such other company as aforesaid and the wives, widows, families and dependents of any such person and also establish and subsidise and subscribe to any institutions, association, clubs or funds calculated to be for the benefit of or to advance the interest and well-being of the company or of any such other company as aforesaid, and make payments to or towards the insurance of any such person as aforesaid and to do any of the matters aforesaid, either alone or in conjunction with any other company as aforesaid.

4. Subject to the provision of section 205 of the Companies Act 1956, to distribute among the members in specie any property of the company or any proceeds of sale or disposal of any property of the company but so that no distribution amounting to a reduction of capital be made except with the sanction, if any, for the time required by law.

5. To insure the whole or any part of the property of the company either full or partially to protect and indemnity the company from liability or loss in any respect either fully or partially

and also to insure the protect and indemnify and part or portion thereof either on mutual principal or otherwise.

1. To carry out in any part of the world all or any Agents, factor, trustee, contractor, or otherwise either alone or in conjunction with any other person, firm, association, corporate body, municipality, province, state, body politic or government or colony or dependency thereof.

2. To establish branches or appoint agents in or outside India for or in connection with any of the objects of the company and in particular in relation to the investment money, the sale of property and the collection and receipt of money.

3. To exercise all or any of its corporate powers, rights and privileges and to conduct its business in all or any of its branches in the union of India and in any or all states, territories, possessions, colonies, and dependencies thereof and in any or all foreign countries, and for this purpose to have and maintain and to discontinue such number of offices and agencies therein as may be convenient.

4. To procure the company to be registered or recognised in any part of the world.

5. To invest the capital and other moneys of the company in the purchase or upon the security of and to hold, sell, underwrite and deal with shares, stocks, debentures, debenture stocks, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any company corporation or undertaking (whether incorporated or not) of whatever nature and wheresoever constituted or carrying on business and shares, stocks, debentures, debenture stocks, bonds, mortgages, obligations and other securities of any kind issue or guaranteed by any government state, commissioner, trusts, municipal, local or other authority or body of whatever nature whether at home or abroad and to vary such investments.

6. To acquire any such shares, stocks, debentures, debenture stocks, bonds, mortgages, obligations and other securities by original subscription, tender syndicate, participation, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise and to guarantee the subscription thereof.

7. To make advances upon, hold in trust, issue on commission, sell or dispose of any of the investments aforesaid.

8. (C) OTHER OBJECTS NOT INCLUDED IN (A) AND (B) ABOVE:

9. To carry on business as importers and exporters, buyers and sellers of and merchants, dealers in and manufacturers of merchandise, goods materials and machinery of all kinds spare parts, accessories and equipments, jewellery, ornaments, bullion, precious and semiprecious stones.

10. To carry on the business of manufacturing, buying, exchanging, selling and letting on hire of furniture and furnishing materials, and of repairing furniture, buy and sell all raw materials required for the manufacture of furniture and all other things which the company is entitled to manufacture or sell, carry on the business of houses decorators, cabinet makers, upholsterers, furniture removers, sanitary engineers, electrical engineers, and dealers in all

cotton, woollen, silk and art silk piece goods, carpets, novelties, and articles required for ornamentation, recreation or amusement.

1. To own mines, buy and sell mineral land, mining rights and to deal, develop, and work the same as may be considered advantages to the Company.

IV. The liability of the members is limited

• V. The authorised share capital of the Company is Rs. 6,25,00,00,000 (Rupees Six Hundred Twenty Five Crores only) divided into 125,00,00,000 (One Hundred Twenty Five Crores) equity shares of Rs. 5/- (Rupees Five only) each.*

We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

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Names, Address, descriptions Number of shares taken by Name, address, description
and occupations of the each subscriber and occupation of witness
Subscribers
1. Sd/- 49
KIRAN MAZUMDAR (Forty Nine)
D/o. R.I. MAZUMDAR
10/32, Palace Cross Road,
Bangalore 20
TECHNOLOGIST Sd/-
P.V. Pai
S/o. B. Venkatramana Pai
2. Sd/- 1 17, Kurubara Sangha
H.N. CHANDRASHEKHAR (One) Building, 2 [nd] Cross,
S/o. V.S. NANJAPPA Gandhinagar,
Bangalore - 560 009
10/32, Palace Cross Road,
Bangalore 20 Chartered Accountant
BUSINESS EXECUTIVE
Total number of Shares
50
Subscribed
(Fifty)
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Dated this the Twenty Seventh day of November One Thousand Nine hundred and Seventy eight.

*The authorised share capital of the company is increased from Rs. 600,00,00,000 to Rs. 625,00,00,000 via resolution passed at the 42[nd] Annual General Meeting of the Company held on July 24, 2020.

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