Dr. Lal Pathlabs Limited

July 7, 2020

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National Stock Exchange of India Bombay Stock Exchange Limited Limited Exchange Plaza, Corporate Relationship Department Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers Sandra Kurla Complex Sandra (E) Dalal Street Mumbai - 400 051. Mumbai- 400001

Sub: Notice convening the 26[th ] Annual General Meeting

Dear Sir/Madam,

Pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice convening the 26[th ] Annual General Meeting of the Company, scheduled to be held on Thursday, July 30, 2020 at 10:30 AM. through Video Conferencing/ Other Audio Visual Means.

We request you to please take the same on record.

Thanking You,

Yours Faithfully,

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bs Limited
Raja
Company Secretary and Legal Head
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Encl: As above

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Regd. Office: Dr. Lal P<1thlabs ltc Si,_,ck E, Se-:·:,r-18. f' ll1r11, N,:-.v De[1] hi • I 1�•0tl5, ..-91-1 1-302�8 •0. f;,x: +Qi - I 1-2768-2134 Corporat,? Office: Dr. L<>i fothl.21:>s Ltd .. 12th FJ,: � Tower B. SAS T.:i·.'vPr, ,\' •;. fy, Se,:tnr-38. Gun.1gram - 122 001. Haryana -91-124·3' · �-50(1. Fax: +9i-i 24-4::'.3-.-'-�-

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Corporate Identity Number: L74899DL1995PLC065388 �� Block-E, Sector-18, Rohini, New Delhi – 110085 �� 12th Floor, Tower B, SAS Tower, Medicity, Sector-38, Gurugram - 122001 Website: www.lalpathlabs.com; E-Mail [email protected] Phone: +91 124 3016500 | Fax: +91 124 4234468

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the twenty-sixth (26[th] ) Annual General Meeting (“AGM”) of the members of Dr. Lal PathLabs Limited (“the Company”) will be held on Thursday, July 30, 2020 at 10:30 A.M. IST through Video Conferencing/Other Audio Visual Means (“VC/OAVM”) facility, to transact the following business:

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To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2020, the reports of the Auditors and Board of Directors thereon and the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2020 and the report of the Auditors thereon.

2. To appoint a Director in the place of Dr. Om Prakash Manchanda (DIN: 02099404), who retires by rotation and being eligible offers himself for re-appointment.

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3. �� ��

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment there to or re-enactment thereof for the time being in force), and subject to such other approval/permissions, if any, as may be required, approval of the Members of the Company be and is hereby accorded to re-designate (Hony) Brig. Dr. Arvind Lal (DIN No: 00576638) by appointing him as Executive Chairman and Whole-Time Director of the Company, for a period of two (2) years, commencing from April 01, 2020 on the terms and conditions including remuneration, as detailed below:

I	Basic Salary	`3.75 lakh per month with authority<br>to the Board of Directors to revise<br>the basic salary from time to time,<br>subject however to a ceiling of<br>`7.55 lakhper month.
II	Perquisites and Allowances	(Hony) Brig. Dr. Arvind Lal shall be entitled to perquisites, allowances, �� (collectively “allowances & perquisites”) such as furnished residential accommodation or house rent allowance in lieu thereof, medical reimbursement, special allowance, entertainment, leave travel, Vehicle and Driver reimbursement, Professional reimbursement and any

		other “allowances & perquisites” as per the policy/rules of the Company in force and/or as may be approved by the Board from time to time, provided that the aggregate value of such allowances and perquisites shall not exceed`23.75 lakh per month. Allowances & Perquisites will be valued as per the Income-tax rules, wherever applicable and at actual cost to the Companyin other cases.
III	Performance Linked Incentive	Annually payable as may be proposed by the Nomination & Remuneration Committee and approved by the Board of Directors based on parameters ofperformance.
IV	Other Entitlements	In addition to the above, (Hony) Brig. Dr. Arvind Lal shall be entitled to �� policy of Company in force, such as: a) Company maintained car(s) with Driver b) Re-imbursement for Mobile Phone(s) and Telephone/Internet Connections at residence c) Company’s contribution to Provident Fund d) Payment of Gratuity and other �� e) Encashment of Leave f) Personal Accident and Medical Insurance g) Keyman Insurance h) Admission and Annual Membership Fee for Club(s) i) �� applicable to the employees of the Company

RESOLVED FURTHER THAT in the event of loss or inadequacy �� salary, performance evaluation payment, perquisites and other allowances payable to (Hony) Brig. Dr. Arvind Lal shall not exceed the limits prescribed under Schedule V of the Companies Act, 2013 (as may be amended from time to time) �� or re-enactment thereof.

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RESOLVED FURTHER THAT �� Lal as Executive Chairman and Whole -Time Director shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) and/or the Company Secretary of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

4. �� �� 

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment there to or re-enactment thereof for the time being in force) and subject to such other approval/permissions, if any, as may be required, approval of the Members of the Company be and is hereby accorded to re-designate Dr. Om Prakash Manchanda (DIN No: 02099404) by appointing him as the �� commencing from April 01, 2020 on the terms and conditions including remuneration as detailed below:

I	Basic Salary	`11.25 lakh per month with authority<br>to the Board of Directors to revise the<br>basic salary from time to time, subject<br>however to a ceiling of`. 22.75 lakh per month.
II	Perquisites and Allowances	Dr. Manchanda shall be entitled to �� �� �� facilities and amenities (collectively “allowances & perquisites”) such as furnished residential accommodation or house rent allowance in lieu thereof, medical reimbursement, special allowance, entertainment, leave travel, Vehicle and Driver reimbursement, Professional reimbursement and any other “allowances & perquisites” as per the policy/rules of the Company in force and/or as may be approved by the Board from time to time, provided that the aggregate value of such allowances and perquisites shall not exceed`17.1 lakh per month. Allowances & Perquisites will be valued as per the Income-tax rules, wherever applicable and at actual cost to the Company in other cases.
III	Stock Related Perquisites	Perquisite arising as a result of exercise of vested stock options under RSU 2016 or any other Stock Related Scheme(s) from time to time, not exceeding`60 Crore per annum.

IV Performance Annually payable as may be proposed Linked by the Nomination & Remuneration Incentive Committee and approved by the Board of Directors based on parameters of performance. This may be paid in cash and/or stocks as may be decided from time to time.
V Other In addition to the above, Dr. Manchanda Entitlements shall be entitled to allowance and �� in force, such as: a. Company maintained car(s) with Driver
b. Re-imbursement for Mobile Phone(s) and Telephone/Internet Connections at residence
c. Company’s contribution to Provident Fund
d. Payment of Gratuity and other ��
e. Encashment of Leave f. Personal Accident and Medical Insurance
g. Keyman Insurance h. Admission and Annual Membership Fee for Club(s)
i. �� applicable to the employees of the Company

RESOLVED FURTHER THAT in the event of loss or inadequacy �� salary, performance evaluation payment, perquisites and other allowances payable to Dr. Om Prakash Manchanda as Managing Director of the Company shall not exceed the limits prescribed under Schedule V of the Companies Act, 2013 (as may be amended from time to time) and the Rules made there under ��

RESOLVED FURTHER THAT �� Manchanda as Managing Director of the Company shall be liable to retire by rotation and his re-appointment on retirement by rotation shall not be treated as break in service.

5. �� �� 

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may be required, approval of the Members of the Company be and is hereby accorded to re-appoint Dr. Vandana Lal (DIN No: 00472955) as Whole-Time Director of the Company, for �� terms and conditions including remuneration as detailed below:

I	Basic Salary	`3.00 lakh per month with authority<br>to the Board of Directors to revise<br>the basic salary from time to time,<br>subject<br>however<br>to<br>a<br>ceiling<br>of<br>`6.05 lakh per month.
II	Perquisites and Allowances	Dr. Vandana Lal shall be entitled to �� and amenities (collectively “allowances & perquisites”) such as furnished residential accommodation or house rent allowance in lieu thereof, medical reimbursement, special allowance, entertainment, leave travel, Vehicle and Driver reimbursement, Professional reimbursement and any other “allowances & perquisites” as per the policy/rules of the Company in force and/or as may be approved by the Board from time to time, provided that the aggregate value of such allowances and perquisites shall not exceed`19.20 lakh per month. Allowances & Perquisites will be valued as per the Income-tax rules, wherever applicable and at actual cost to the Company in other cases.
III	Performance Linked Incentive	Annually payable as may be proposed by the Nomination & Remuneration Committee and approved by the Board of Directors based on parameters of performance.
IV	Other Entitlements	In addition to the above, Dr. Vandana Lal shall be entitled to allowance and �� force, such as: a. Company maintained car(s) with Driver b. Re-imbursement for Mobile Phone(s) and Telephone/Internet Connections at residence c. Company’s contribution to Provident Fund d. Payment of Gratuity and other �� e. Encashment of Leave f. Personal Accident and Medical Insurance g. Keyman Insurance h. Admission and Annual Membership Fee for Club(s) i. �� applicable to the employees of the Company

6 ��

RESOLVED FURTHER THAT in the event of loss or inadequacy �� salary, performance evaluation payment, perquisites and other allowances payable to Dr. Vandana Lal shall not exceed the limits prescribed under Schedule V of the Companies Act, 2013 (as may be amended from time to time) and the Rules made �� thereof.

RESOLVED FURTHER THAT �� Whole Time Director of the Company shall be liable to retire by rotation and her re-appointment on retirement by rotation shall not be treated as break in service.

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“RESOLVED THAT pursuant to the recommendations of the Nomination & Remuneration Committee & Board of Directors and pursuant to the provisions of Sections 196, 197, and all other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendment(s) thereto or re-enactment(s) thereof for the time being in force) and pursuant to Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to such other approval(s)/ permission(s), if any as may be required, approval of the Members of the Company be and is hereby accorded for payment of remuneration, in the nature of commission or perquisite(s) arising as a result of exercise of vested Stock Options granted, to Mr. Rahul Sharma (DIN: 00956625), Non-Executive Director of the Company, in �� Non-Executive Directors of the Company for the Financial Year 2020-21.

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“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 �� thereof, for the time being in force) and any other applicable provisions/statute as may be applicable from time to time, �� ` 60,000/(Rupees Sixty Thousand) plus applicable taxes and out of

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AGM ��

pocket expenses payable to M/s. A.G. Agarwal & Associates (Firm Registration No. 000531), Cost and Management Accountants, appointed as Cost Auditors of the Company for the Financial Year 2020-21.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

By Order of the Board For ��

�� Place: Gurugram �� Date: June 27, 2020 ��

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An Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 relating to Special Business(es) to be transacted at the AGM is annexed hereto.
In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC/OAVM.
As the AGM is being held through VC/OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.
Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
Institutional / Corporate Shareholders are required to send a scanned copy of its Board or governing body Resolution/ Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through e-voting/remote e-voting. The said Resolution/ Authorization shall be sent to the CDSL by email at [email protected] with a copy marked to [email protected].
Relevant documents referred to in the accompanying Notice and the statement pursuant to Section 102(1) of the Companies Act, 2013 shall be available for inspection through electronic mode, basis the request being sent on [email protected].
The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act,

Register of Contracts or Arrangements in which directors are �� Auditors of the Company certifying that the ESOP Schemes of the Company are being implemented in accordance with, the Securities and Exchange Board of India (Share Based �� electronically for inspection by the members during the AGM.

In compliance with the MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company’s website www.lalpathlabs.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL www.evotingindia.com.

Those members whose email IDs are not registered, are requested to register their email ID by following the below process:

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Physical Holding	Send a request to the Company at [email protected] Folio No., Name of shareholder, scanned �� and back), self attested copy of PAN card and any of Driving License, Election Identity Card and Passport for registering email address.
Demat Holding	Please contact your Depository Participant (DP) and register your email address and bank account details as per the process advised by your DP.

The shareholders at the 23[rd] AGM, approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W – 100018), as the Statutory �� of the 23[rd] AGM till the conclusion of 28[th] AGM of the Company �� at every Annual General Meeting.

�� issued by the Ministry of Corporate Affairs, the requirement �� Meeting has been done away with and hence no such resolution is being put forth at this AGM.

The Statutory Auditors M/s. Deloitte Haskins & Sells LLP, �� that their continuation is within the maximum company ceiling limit as prescribed under Section 141 of Companies Act, 2013 / relevant statute.

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Pursuant to SEBI Listing Regulations, the Company is required to maintain bank details of its Members for the purpose of payment of Dividend etc. Members are requested to register/ update their bank details with the Company in case shares are held in physical form and with their Depository Participants where shares are held in dematerialized mode, to enable expeditious credit of the dividend to their bank accounts electronically.
Members who have not encashed their Dividend amount/ warrants/IPO refund till date are requested to do so. Details of unclaimed dividend amount/ IPO refund amounts is available on the website of the Company and can be accessed at - -

https://www.lalpathlabs.com/investor/unclaimed unpaid amount.aspx

The Securities and Exchange Board of India (SEBI) vide its �� in case of transmission or transposition, securities of listed companies can be transferred only in dematerialised form �� of dematerialisation, members are advised to dematerialise shares held by them in physical form.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / Registrar and Share Transfer Agent (RTA).
Pursuant to Section 72 of the Companies Act, 2013, members are entitled to make a nomination in respect of shares held by them. Members desirous of making a nomination, pursuant to Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, are requested to send their requests in Form No. SH-13 to the RTA of the Company. Further, members desirous of cancelling/varying nomination pursuant to Rule 19(9) of the Companies (Share Capital and Debentures) Rules, 2014, are requested to send their requests in Form No. SH-14 to the RTA of the Company. These forms will be made available on request.
Additional information, pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard for General Meetings (SS-2) in respect of director(s) recommended for reappointment is annexed with this AGM Notice.
Members can also provide their feedback on the Shareholders �� “Shareholders Satisfaction Survey” attached to this notice and emailing the same at [email protected] through their registered �� of the Company at 12th Floor, Tower B, SAS Tower, Medicity, Sector-38, Gurugram – 122001.
Your feedback will help the Company in improving its Shareholders Service Standards.

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A. VOTING THROUGH ELECTRONIC MEANS

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by the Companies (Management and Administration) Amendment Rules, 2015 (“Amended Rules 2015”) and Regulation 44 of SEBI Listing Regulations, the Shareholders are provided with the facility of voting through electronic means (“remote e-voting”) on all the resolutions set forth in this notice, through remote e-voting services provided by Central Depository Services (India) Limited (“CDSL”).
The facility for e-voting will also be made available during the AGM and the Shareholders attending the AGM who have not cast their vote by remote e-voting shall be eligible to vote through the e-voting system during the AGM. The Shareholders who have cast their vote by remote e-voting may also attend the AGM but shall not be entitled to cast their vote again.
The remote e-voting period commences on Sunday, July 26, 2020 at 9:00 A.M. and ends on Wednesday, July 29, 2020 at 5:00 P.M. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on Thursday, July 23, 2020 (“the cut-off date”) may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
The voting rights of the Shareholders shall be in proportion to the paid-up value of their shares in the equity capital of the Company as on the cut-off date i.e. July 23, 2020 and a person who is not a Member as on the cut-off date should treat this Notice for information purpose only. In case of joint holders, �� will be entitled to vote.
The Board of Directors of the Company has appointed M/s PDS & CO. (Company Secretaries) as Scrutinizer to scrutinize the remote e-voting process and e-voting during the AGM in a fair and transparent manner.

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(i) The shareholders should log on to the e-voting website www.evotingindia.com
(ii) Click on Shareholders/Members.
(iii) Now Enter your User ID
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
�� Login.
(v) 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.

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AGM ��

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PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) � Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number.
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 �� in instruction (iii) above.

(vii) After entering these details appropriately, click on “SUBMIT” tab.
(viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter �� 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 ��
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(x) Click on the EVSN for Dr. Lal PathLabs Limited on which you choose to vote.
(xi) 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.
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiii) After selecting the resolution you have decided to vote on, click �� click on “CANCEL” and accordingly modify your vote.
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xvi) If Demat account holder has forgotten the login password then �� on Forgot Password & enter the details as prompted by the system.
(xvii) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.
(xviii) Note for Non – Individual Shareholders and Custodians
�� HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
�� stamp and sign of the entity should be emailed to [email protected].
�� 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.
�� to [email protected] and on approval of the accounts they would be able to cast their vote.
�� 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.
�� 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 Scrutinizer and to the Company, if voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

B. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM ��

Only those persons who are Members of the Company as on the cut-off date i.e. July 23, 2020 will be able to attend the AGM through VC/OAVM and a person who is not a Member as on the cut-off date should treat this Notice for information purpose only.
Members will be able to attend the AGM through VC/ OAVM at the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
Facility of joining the AGM through VC/OAVM shall be opened 30 minutes before the time scheduled for the AGM and shall be kept open throughout the proceedings ��

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AGM ��

For better experience, we recommend that you join the session with high-speed wired internet connectivity. This prevents Wi-Fi dropouts and speed issues.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Members who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to AGM mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. Those members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

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The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
Only those Members, who are present in the AGM through VC/OAVM facility and have not cast their vote on the Resolution(s) through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
If any votes are cast by the Members through e-voting available during the AGM and if the same Members have not participated in the meeting through VC/OAVM facility, then the votes cast by such Members shall be considered invalid as the facility of e-voting during the meeting is available only to the Members attending the meeting.
Members who have voted through Remote e-Voting will be eligible to attend the AGM However, they will not be able to vote at the AGM.

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 call 1800225533.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call 1800225533.

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The Scrutinizer shall immediately after the conclusion of e-voting at the AGM, unblock the votes cast through remote e-voting and through e- voting at the AGM in the presence of at least two witnesses not in the employment of the Company and provide not later than 48 hours of conclusion of the AGM,

a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or in his absence, a person authorised by him in writing who shall countersign the same and declare the result of the voting forthwith.

The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.lalpathlabs.com and on the website of CDSL at www.evotingindia.com immediately after the result declared by the Chairman or any other person authorized by the Chairman and the same shall be communicated to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.
The recorded transcript of the proceeding of AGM shall be placed on the Company’s website at www.lalpathlabs.com.

INFORMATION AT A GLANCE

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Time and date of AGM	10:30 AM IST, Thursday, July 30, 2020
Mode	Video conference and other audio-visual means
Participation through video-conferencing	https://www.evotingindia.com
Helpline number for VC participation	1800225533
Cut-off date for-voting	Thursday, July 23, 2020
E-voting start time and date	Sunday, July 26, 2020 at 9:00 A.M.
E-voting end time and date	Wednesday, July 29, 2020 at 5:00 P.M.
E-voting website	www.evotingindia.com
Name, address and contact details of e-voting service provider	Contact Name: �� Manager �� �� A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400013 Email ID: �� Contact Number ��
Name, address and contact details of Registrar and Transfer Agent	Contact Name �� Associate Vice President �� Noble Heights, 1st Floor, Plot NH 2, C-1 Block LSC, Near Savitri Market, Janakpuri, New Delhi - 110058, Email ID: �� Contact Number ��

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AGM ��

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ITEM NO. 3

The Members to take note that the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, mandated top 500 listed entities to have a Non-Executive Chairperson not related to the Managing Director or the CEO of the Company by �� SEBI extended timeline for implementation of this provision by another two years till March 31, 2022.

�� recommendation of Nomination and Remuneration Committee, in their meeting held on February 03, 2020 resolved to split the positions of Chairman and Managing Director.

By virtue of the above, it was decided that with effect from April 01, 2020 (Hony) Brig. Dr. Arvind Lal shall relinquish his position as the Managing Director of the Company and will continue in the capacity of Chairman and Whole Time Director of the Company for a period of two (2) years commencing from April 01, 2020.

The Board Members also decided to retain the same remuneration structure for (Hony) Brig. Dr. Arvind Lal, as was there with his previous designation/role.

The Members to also take note that in terms of Section 196 read with Schedule V of the Companies Act, 2013, appointment of WholeTime Director above the age of 70 years, requires approval of the Shareholders by way of Special Resolution.

(Hony) Brig. Dr. Arvind Lal, aged about 71 years, is a Promoter of your Company and has been a Director on the Board of the Company since its incorporation in 1995. Dr. Lal is recognized as a pioneer in bringing laboratory services in India at par with the western world. Under his �� one of the most reputed laboratories in Asia.

�� experience and contribution made towards the growth/success of the Company, his appointment as Chairman and Whole-Time Director of the Company is recommended for approval by the shareholders.

The terms and conditions as set out in Item No. 3 may also be treated as disclosure in compliance with the requirement of Section 190 of the Act.

Except (Hony) Brig. Dr. Arvind Lal and his relatives Dr. Vandana Lal (Spouse) and Dr. Archana Lal Erdmann (Daughter) (to the extent of their shareholding), none of other Directors and/or KMP’s or their �� Item No. 3 set out in this AGM Notice.

The Board recommends the resolutions set forth at Item No. 3 for approval of the members by way of a Special Resolution.

ITEM NO. 4

The Members to take note that consequent upon re-designation of (Hony) Brig. Dr. Arvind Lal as Chairman and Whole-Time Director, the Managing Director positon became vacant.

�� Nomination and Remuneration Committee, in their meeting held on February 03, 2020 decided to re-designate Dr. Om Prakash Manchanda by appointing him as the Managing Director of the Company from his �� years commencing from April 01, 2020.

The Board Members also decided to retain the same remuneration structure for Dr. Om Prakash Manchanda, as was there with his previous designation/role.

Dr. Om Prakash Manchanda, aged about 55 years, joined the Company �� 2008, and later was inducted to Company’s Board of Directors on �� marketing and general management.

Considering Dr. Om’s credentials and experience the Board of Directors were of the view that he shall be the right person to be appointed as Managing Director of your Company and therefore recommended his appointment as Managing Director for approval of shareholders.

The terms and conditions as set out in Item No. 4 may also be treated as disclosure in compliance with the requirement of Section 190 of the Act.

Except Dr. Om Prakash Manchanda and his relatives (to the extent of their shareholding) none of other Directors and/or KMP’s or their �� Item No. 4 set out in this AGM Notice.

The Board recommends the resolutions set forth at Item No. 4 for approval of the members by way of an Ordinary Resolution.

ITEM NO. 5

Dr. Vandana Lal is a Promoter of your Company and has been a Director on the Board of the Company since its incorporation in 1995. She was appointed as Whole Time Director of the Company for a period of 5 year with effect from August 21, 2015 and her tenure as Director is set to expire on August 20, 2020.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, in their meeting held on February 03, 2020 recommended her re-appointment as Whole Time Director �� effect from April 01, 2020 on the terms and conditions as detailed in Item No. 5 of this AGM Notice.

The Board Members also decided to retain the same remuneration structure for Dr. Vandana Lal as was there with her previous tenure.

The terms and conditions as set out in in the Item No. 5 may also be treated as disclosure in compliance with the requirement of Section 190 of the Act.

Except Dr. Vandana Lal and her relatives (Hony) Brig. Dr. Arvind Lal (Spouse), Dr. Archana Lal Erdmann (Daughter) (to the extent of their shareholding), none of other Directors and/or KMP’s or their �� Item No. 5 set out in this AGM Notice.

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AGM ��

The Board recommends the resolution set forth in Item No. 5 for the approval of members by way of an ordinary resolution.

ITEM NO. 6

Mr. Rahul Sharma, Non-Executive Director of the Company was granted 1,62,180 stock options @ ` 311.30 in February 2015 under the Company’s ESOP 2010 Plan, of which 20,197 options have already been exercised by him.

Mr. Sharma has expressed his intent to exercise the remaining options in different tranches at different points of time.

Exercise of such options, however is likely to create a perquisite in the hands of Mr. Sharma, to the extent of difference between the Market Price on the date of exercise and Grant Price of the options so vested.

In case of exercise of options by Mr. Sharma, value of perk arising therefrom coupled with his annual Director commission for the Financial Year 2020-21 may result in his remuneration exceeding 50% (Fifty percent) of the total remuneration payable to all NonExecutive Directors of the Company.

It may be noted that pursuant to the provisions of Regulation 17(6) (ca) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (applicable w.e.f. April 1, 2019), approval of shareholders is required in case the annual remuneration payable to a single Non-Executive Director exceeds 50% (Fifty percent) of the total remuneration payable to all Non-Executive Directors.

In view of the above, the Nomination & Remuneration Committee and Board of Directors of the Company in their meetings held on May 15 and May 18, 2020 respectively approved the proposal for seeking consent of shareholders for payment of remuneration to Mr. Sharma, in the nature of commission or perquisites arising as a result of exercise of vested Stock Options, which may exceed 50% (Fifty percent) of the total remuneration payable to all Non-Executive Directors of the Company for the Financial Year 2020-21.

Accordingly, approval of the Members is sought by way of a Special Resolution to pay such remuneration to Mr. Sharma, as set out at item no. 6 of this AGM Notice.

Except Mr. Rahul Sharma, Non-Executive Director of the Company and his relatives (to the extent of their shareholding), none of other Directors and/or KMP’s or their relatives are concerned or interested, �� AGM Notice.

The Board recommends the resolution set forth in Item No. 6 for the approval of members by way of a special resolution.

ITEM NO. 7

The Board of Directors of the Company in their meeting held on May 18, 2020, on recommendation by the Audit Committee, appointed M/s. A.G. Agarwal & Associates (Firm Registration Number: 000531), Cost and Management Accountants, as the Cost Auditors for the Financial Year 2020-21 at a remuneration of ` 60,000/- (Rupees Sixty thousand only) plus applicable taxes and out of pocket expenses.

As per Section 148 of Companies Act, 2013 and applicable rules thereunder, the remuneration payable to the cost auditors is to be ��

The Board considers the remuneration payable to the Cost Auditors as fair and recommends the resolution contained in Item no. 7 of the accompanying notice for approval of the members as an Ordinary Resolution.

None of the Directors or KMP’s or their relatives are concerned �� Item No. 7 of the Notice.

By Order of the Board For ��

�� 

Date: June 27, 2020 Place: Gurugram

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AGM ��

��	00956625	14-09-1960	July 22, 2005	Mr. Rahul Sharma, aged about 59 years, is a Non-Executive Director on our Board. He studied Mathematics at the University of Delhi and commerce at the Kakatiya University. He has about 25 years of �� resources. Mr. Rahul is presently the Chairman and Managing Director of HYRD.io, a technology enabled end- to-end recruiting solutions and on- boarding platform. He has over 26 years of experience covering the human resources sector and executive recruiting. Previously he was a Partner at Executive Access, a leading �� �� �� �� executive recruiting and consulting practice. Prior to Executive Access, he was with State Bank of India. He joined the bank as a Probationary �� manage a variety of portfolios in India and Japan. His sporting achievements in cricket include representing Delhi in the Ranji Trophy and also captaining and representing Hong Kong in One Day Internationals. He has been a Director on the Company’s Board since 2005, and is a member of Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.
��	00472955	November 18, 1956	February 14, 1995	Dr. Vandana Lal, aged about 63 Years, is a promoter of Dr. Lal PathLabs, she holds a bachelor’s degree in medicine and a bachelor’s degree in surgery from the University of Delhi and a doctorate degree in medicine (pathology) from the University of Delhi. She has over 33 �� pathology. Dr. Vandana Lal is also trained in Quality Assurance and spearheads the quality implementation process in all the laboratories of Dr Lal PathLabs . She is the head of Clinical Research Services being the �� playing a pivotal role in conception, planning, construction, execution & operationalizing the Clinical trials division. She also heads the Research & Development wing �� development of new tests and methods. She is the Executive Director of Dr. Lal PathLabs since 1995. Her �� of activities of the laboratory with assistance in planning and execution of new projects for the company; overall charge of all the technical departments ensuring accuracy, quality assurance, quality control & compliance to standards laid down by the accreditation bodies like CAP, NABL & ISO.
��	02099404	August 30, 1965	February 1, 2011	Dr. Om, aged about 55 Years, holds a bachelor’s degree in veterinary science and animal husbandry from The Haryana Agricultural University, Hisar and a postgraduate diploma in management (agriculture) from the Indian Institute of Management, Ahmedabad (“IIMA”). After graduating from the IIMA in June 1990, he was selected as a management trainee for Lipton India Limited now amalgamated into Hindustan Unilever Limited (“HUL”), under the management trainee scheme of Unilever Group of Companies in India. He has worked with HUL in various positions such as Area Manager, Innovation Manager -Beverages, �� Senior Product Manager. In HUL as a Senior Product Manager - Innovation, he spearheaded the execution of Tea Based Beverage development project under the brand name of Lipton Tiger. This innovation went on to win many awards viz., Unilever Central Asia and Middle East (“CAME”) Best Marketable Idea of the Year Award in 1997, CAME Innovation Award for Best Proven Initiative of the Year in 1998 and Unilever Foods Innovation Award in Beverages Category in the year 1999. Prior to joining Dr. Lal PathLabs, he has also worked with Monsanto India Limited as their National Marketing Manager and thereafter as their National Sales Manager. In January 2003 he joined Ranbaxy Laboratory Limited in their Global Consumer Healthcare Division and worked initially as General Manager - Marketing, Consumer Healthcare (India) and then General Manager - International & Innovation. Dr. Manchanda was also, recently, named as the “EY Entrepreneur of the Year 2019” in the Healthcare and Life Sciences Category. He has been a Director on the Company’s Board since 2011 and is a Member of Audit Committee, Stakeholders Relationship Committee and CSR Committee.
��	00576638	August 22, 1949	February 14, 1995	(Hony) Brig. Dr. Arvind Lal, aged about 71 Years, is a promoter of Dr. Lal PathLabs and holds a Bachelor’s Degree in Medicine and Surgery from the University of Poona and a Diploma in clinical pathology from the Armed �� been conferred by the President of India an Honorary Brigadier's rank in the Armed Forces Medical Services and also the Padma Shri award. He has over 43 years of experience �� recognized as a pioneer in bringing laboratory services in India at par with the western world. Under his expert �� �� reputed laboratories in Asia. He brought International recognition to the Indian Healthcare Industry in the form of accreditation from the College of American Pathologists (CAP - USA). Dr. Lal has revolutionized laboratory medicine by introducing the maximum number of new tests, instruments and ICT (Information, Communications, Technology) systems. He has been a Director on the Company’s Board since 1995 and is a chairman of CSR Committee.
��	DIN	Date of Birth	Date of First Appointment to the Board	Brief Resume, Age and Nature of �� functional areas

��

AGM ��

��	NIL (Mr. Rahul Sharma, holds 1,41,983 fully vested stock options granted to him @ INR 311.30 in February 2015 under the ESOP 2010 Plan of the Company.)	None	5 (Five) Meetings	�Chimes Aviation Private Limited	None	�� As per the details provided in Item No. 6 of this AGM Notice �� As mentioned in the Corporate Governance Report	�� As per the details provided in Item No. 6 of this AGM Notice �� As mentioned in the Corporate Governance Report	�� As per the details provided in Item No. 6 of this AGM Notice �� As mentioned in the Corporate Governance Report
��	1,66,84,422 Equity Shares	Spouse of (Hony) Brig. Dr. Arvind Lal, Executive Chairman and Mother of Dr. Archana Lal Erdmann, Non- Executive Director of the Company.	5 (Five) Meetings	�Archana Pharmaceuticals Private Limited �Kalmatia Sangam Travels Private Limited �APL Institute of Clinical Laboratory and Research Private Limited	None	�� �� �� �� ��	��	�� As per the details provided in Item No. 5 of this AGM Notice �� As mentioned in the Corporate Governance Report
��	14,65,000 Equity Shares	None	5 (Five) Meetings	�� �Dr. Lal Ventures Private Limited	None	��	�� As per the details provided in Item No. 4 of this AGM Notice �� As mentioned in the Corporate Governance Report
��	2,69,80,443 Equity Shares	Spouse of Dr. Vandana Lal, Whole Time Director and Father of Dr. Archana Lal Erdmann, Non-Executive Director of the Company.	5 (Five) Meetings	�Doon MRI Private Limited �Paliwal Medicare Private Limited �Paliwal Diagnostics Private Limited �Archana Pharmaceuticals Private Limited �Kalmatia Sangam Travels Private Limited �APL Institute of Clinical Laboratory and Research Private Limited �New Delhi Centre for Sight Limited �Dr. Lal Ventures Private Limited �� �Centrapath Labs Private Limited �APRL PathLabs Private Limited	�� Chairman of Nomination and Remuneration Committee Member of Audit Committee	��	�� As per the details provided in Item No. 3 of this AGM Notice �� As mentioned in the Corporate Governance Report
��	Shareholding in the Company either directly or in form of �� any other person	Relationship with other Directors & KMP’s	No. of Meetings of the Board attended during the year	Directorships held in other Companies (Excluding Foreign Companies)	Membership / Chairmanship of Committees of other companies	Terms and conditions of appointment/ re-appointment and Remuneration sought to be paid/last drawn

��

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DR. LAL PATHLABS LIMITED

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SHAREHOLDER SATISFACTION SURVEY

Dear Member,

As part of our constant endeavour to improve shareholder service, we seek your feedback on this Shareholder`s Satisfaction Survey. Please ��

Name of Sole/First Shareholder

: DP ID & Client ID/Folio Number : Email ID :

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S.No	Area	��	��	��	��	��
		5	4	3	2	1
1.	Overall Service Rating of RTA
2.	Response to queries/grievances by Company/RTA
3.	Receipt of various documents from the Company i.e. Annual Report, ECS Intimation etc.
4.	Quality of disclosures to Stock Exchanges/on Company Website
5.	Quality and content of Annual Report
��

��

Do you have any grievance which has not been addresses so far : Yes No

If yes, please provide a brief summary of the grievance.

………………………………………………………………………………………………………………………………………………..........................................………… ………………………………………………………………………………………………………………………………………………..........................................…………

Any suggestions for improving the quality of Investor Services

………………………………………………………………………………………………………………………………………………..........................................…………

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THANK YOU FOR YOUR SUPPORT. YOUR FEEDBACK IS IMPORTANT TO US.

��

AI assistant

Dr. Lal Pathlabs Limited AGM Information 2020

61783_rns_2020-07-07_68a6a50e-4696-4d7f-b01e-e8ecd899ffbd.pdf

Sub: Notice convening the 26[th ] Annual General Meeting

Dear Sir/Madam,

DR. LAL PATHLABS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

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A. VOTING THROUGH ELECTRONIC MEANS

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B. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM ��

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INFORMATION AT A GLANCE

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ITEM NO. 4

ITEM NO. 5

ITEM NO. 6

ITEM NO. 7

DR. LAL PATHLABS LIMITED

SHAREHOLDER SATISFACTION SURVEY

Dear Member,

AI assistant

Dr. Lal Pathlabs Limited — AGM Information 2020

61783_rns_2020-07-07_68a6a50e-4696-4d7f-b01e-e8ecd899ffbd.pdf

Sub: Notice convening the 26[th ] Annual General Meeting

Dear Sir/Madam,

DR. LAL PATHLABS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

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ITEM NO. 6

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DR. LAL PATHLABS LIMITED

SHAREHOLDER SATISFACTION SURVEY

Dear Member,

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Dr. Lal Pathlabs Limited AGM Information 2020

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