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Dr. Lal Pathlabs Limited AGM Information 2021

Jul 6, 2021

61783_rns_2021-07-06_c366ea21-f68d-4d82-907b-5e64e909a698.pdf

AGM Information

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July 6, 2021

National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Sandra Kurla Complex Sandra (E) Mumbai - 400 051.

Bombay Stock Exchange Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001

Sub: Notice convening the 27th 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 2 7th Annual General Meeting of the Company, scheduled to be held on Thursday, July 29, 2021 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,

Raja Kai a Company Secretary and Legal Head

Encl: As above

N oti c e

DR. LAL PATHLABS LIMITED

Corporate Identity Number: L74899DL1995PLC065388 Regd. Office: Block-E, Sector-18, Rohini, New Delhi – 110085 Corporate Office: 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-seventh (27th) Annual General Meeting ("AGM") of the members of Dr. Lal PathLabs Limited ("the Company") will be held on Thursday, July 29, 2021 at 10:30 A.M. IST through Video Conferencing/Other Audio Visual Means ("VC/OAVM") facility, to transact the following businesses:

ORDINARY BUSINESSES:

    1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2021, 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, 2021 and the report of the Auditors thereon.
    1. To declare dividend of ` 8/- per equity share for the Financial Year ended March 31, 2021.
    1. To appoint a Director in the place of Dr. Vandana Lal (DIN: 00472955), who retires by rotation and being eligible offers herself for re-appointment.

SPECIAL BUSINESSES:

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

"RESOLVED THAT pursuant to the approval of the Nomination & Remuneration Committee and Board of Directors in their meetings held on May 20, 2021 and May 21, 2021, respectively and pursuant to the provisions of Sections 197, 198 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 such other approval/permissions of any regulatory bodies, if any, as may be required, approval of the Shareholders be and is hereby accorded for increase in the limit of Managerial Remuneration specified under Section 197(1) and 197(1)(ii)(A) of the Companies Act, 2013, to enable Mr. Rahul Sharma (DIN: 00956625), Non-Executive Director of the Company to exercise the Stock Options granted to him under the ESOP Plan 2010 of the Company, on such terms and conditions as mentioned in the explanatory statement to this notice, for a period of 5 years commencing from January 01, 2022.

RESOLVED FURTHER THAT pursuant to the approval of the Nomination & Remuneration Committee and Board of Directors and pursuant to Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and such other approval/

permissions of any regulatory bodies, if any, as may be required, approval of the Shareholders be and is hereby accorded for payment of remuneration, in the nature of Commission or perquisites arising as a result of exercise of vested Stock Options granted to Mr. Rahul Sharma (DIN: 00956625), Non-Executive Director of the Company, exceeding fifty percent of the total remuneration payable to all Non-Executive Directors of the Company for the Financial Year 2021-22.

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."

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

"RESOLVED THAT in partial modification of earlier resolution passed by the Shareholders of the Company on October 10, 2018, pursuant to the provisions of Section 197 and 198 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred as 'Act') (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), approval of the Shareholders be and is hereby accorded to increase the limit of the amount of Commission that can be paid to Non-Executive Directors of the Company, to a maximum of ` 20,00,000/- (Rupees Twenty Lakhs only) per annum per Director beginning from Financial Year 2021-22 onwards.

RESOLVED FURTHER THAT all the other terms and conditions of the shareholder's resolution dated October 10, 2018 shall remain the same.

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

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

"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 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and any other applicable provisions/statute as may be applicable from time to time, the Company hereby ratifies the remuneration of ` 70,000/- (Rupees

Seventy Thousand only) plus applicable taxes and out of 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 2021-22.

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 Dr. Lal PathLabs Limited

Rajat Kalra
Place: New Delhi Company Secretary
Date: May 21, 2021 Membership No: A-16947

Notes:

    1. 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.
    1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated January 13, 2021, read with circulars dated April 8, 2020, April 13, 2020 and May 5, 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") and MCA Circulars, the AGM of the Company is being held through VC/OAVM. The facility of VC/OAVM and also casting votes by a member using remote e-Voting as well as venue e-Voting system on the date of the AGM will be provided by CDSL.
    1. Company is providing two way teleconferencing facility or webex for the ease of participation of the members. Participants i.e. members, directors, auditors and other eligible persons to whom this notice is being circulated are allowed to submit their queries/questions etc. before the general meeting in advance on the e-mail address of the company at [email protected].
    1. 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. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and cast their votes through e-Voting.
    1. 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 Scrutinizer by email at [email protected] and to CDSL by email at [email protected] with a copy marked to [email protected].
    1. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
  1. 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 interested under Section 189 of the Act and the Certificate from Auditors of the Company certifying that the ESOP Scheme of the Company are being implemented in accordance with, the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 will be made available electronically for inspection by the members during the AGM.

    1. In compliance with the MCA Circulars and SEBI Circular dated January 15, 2021, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories and no physical copy of the same would be dispatched. Members may note that the Notice and Annual Report 2020-21 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 at www.evotingindia.com.
    1. The shareholders at the 23rd AGM, approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W – 100018), as the Statutory Auditors, for a period of five (5) years i.e. from the conclusion of the 23rd AGM till the conclusion of 28th AGM of the Company subject to ratification of the appointment by the shareholders at every Annual General Meeting.

However, pursuant to the notification dated May 07, 2019, issued by the Ministry of Corporate Affairs, the requirement for ratification of Statutory Auditors at every Annual General 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, Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their continuation is within the maximum company ceiling limit as prescribed under Section 141 of Companies Act, 2013/ relevant statute.

    1. The Final dividend on equity shares as recommended by the Directors of the Company for the financial year ended March 31, 2021, if declared at the AGM, will be paid on or before Monday, August 23, 2021 to those members whose names appear in the Register of Members as on Thursday, July 22, 2021. In respect of shares held in electronic form, the dividend will be payable on the basis of beneficial ownership as at the close of business hours on Thursday, July 22, 2021 as per the details furnished by the depositories viz. National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL) for the purpose as on that date.
    1. Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations/ LODR), 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.

    1. 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.
    1. The Securities and Exchange Board of India (SEBI) vide its notification dated November 30, 2018 mandated that, except in case of transmission or transposition, securities of listed companies can be transferred only in dematerialised form w.e.f. April 1, 2019. In view of this and to avail various benefits of dematerialisation, members are advised to dematerialise shares held by them in physical form.
    1. 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).
    1. 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.
    1. 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.
    1. Members can also provide their feedback on the Shareholders Services of the Company by filling the "Shareholders Satisfaction Survey" attached to this notice and emailing the same at [email protected] through their registered e-mail ID or sending the signed copy at the Corporate Office 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.

Instructions for remote e-Voting and attending AGM through VC/ OAVM are as under:

A. VOTING THROUGH ELECTRONIC MEANS

    1. 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").
    1. 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.
    1. The remote e-Voting period commences on Sunday, July 25, 2021 at 9:00 A.M. and ends on Wednesday, July 28, 2021 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 22, 2021 ("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.
    1. 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. Thursday, July 22, 2021 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, only such joint holder who is named first in the order of names will be entitled to vote.
    1. 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.

The Instructions for shareholders for e-Voting and joining virtual meeting are as under:

Pursuant to SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 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.

In order to increase the efficiency of the voting process, all the demat account holders, by way of a single login credential, through their demat accounts/websites of Depositories/Depository Participants, able to cast their vote without having to register again with the e-Voting service providers (ESPs), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-Voting process.

Pursuant to above SEBI Circular, login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type ofShareholders Login Method
IndividualShareholdersholdingsecurities inDemat modewith CDSL 1) Users who have opted for CDSL Easi/Easiestfacility, can login through their existing user idand password. Option will be made availableto reach e-Voting page without any furtherauthentication. The URL for users to login toEasi/Easiestarehttps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com andclick on Login icon and select New SystemMyeasi.
2) After successful login the Easi/Easiest user willbe able to see the e-Voting option for eligiblecompanies where the e-Voting is in progress asper the information provided by company. Onclicking the e-Voting option, the user will beable to see e-Voting page of the e-Voting serviceprovider for casting your vote during the remotee-Voting period or joining virtual meeting& voting during the meeting. Additionally,there are also links provided to access thesystem of all e-Voting Service Providers i.e.CDSL/NSDL/KARVY/LINKINTIME, so that theuser can visit the e-Voting service providers'website directly.
3) If the user is not registered for Easi/Easiest,option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly accesse-VotingpagebyprovidingDematAccount Number and PAN from e-Voting linkavailable on www.cdslindia.com home page orclick on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate theuser by sending OTP on registered Mobile &Email as recorded in the Demat Account. Aftersuccessful authentication, user will be able tosee the e-Voting option where the evoting isin progress and also able to directly access thesystem of all e-Voting Service Providers.
Type ofShareholders Login Method
IndividualShareholdersholdingsecurities indemat modewith NSDL 1)If you are already registered for NSDL IDeASfacility, please visit the e-Services website ofNSDL. Open web browser by typing the followingURL: https://eservices.nsdl.com either on aPersonal Computer or on a mobile. Once thehome page of e-Services is launched, click onthe "Beneficial Owner" icon under "Login" whichis available under 'IDeAS' section. A new screenwill open. You will have to enter your User IDand Password. After successful authentication,you will be able to see e-Voting services. Clickon "Access to e-Voting" under e-Voting servicesand you will be able to see e-Voting page. Clickon company name or e-Voting service providername and you will be re-directed to e-Votingservice provider website for casting your voteduring the remote e-Voting period or joiningvirtual meeting & voting during the meeting.
2)If the user is not registered for IDeAS e-Services,option to register is available at https://eservices.nsdl.com. Select "Register Online forIDeAS Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3)Visit the e-Voting website of NSDL. Open webbrowser by typing the following URL: https://www.evoting.nsdl.com either on a PersonalComputer or on a mobile. Once the home pageof e-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/Member' section. A new screen will open. Youwill have to enter your User ID (i.e. your sixteendigit demat account number hold with NSDL),Password/OTP and a Verification Code as shownon the screen. After successful authentication,you will be redirected to NSDL Depository sitewherein you can see e-Voting page. Click oncompany name or e-Voting service providername and you will be redirected to e-Votingservice provider website for casting your voteduring the remote e-Voting period or joiningvirtual meeting & voting during the meeting
IndividualShareholders(holdingsecuritiesin dematmode) loginthrough theirDepositoryParticipants You can also login using the login credentialsof your demat account through your DepositoryParticipant registered with NSDL/CDSL for e-Votingfacility. After Successful login, you will be able to seee-Voting option. Once you click on e-Voting option,you will be redirected to NSDL/CDSL Depositorysite after successful authentication, wherein youcan see e-Voting feature. Click on company nameor e-Voting service provider name and you willbe redirected to e-Voting service provider websitefor casting your vote during the remote e-Votingperiod or joining virtual meeting & voting duringthe meeting.

Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at above mentioned 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
IndividualShareholdersholding securitiesin Demat modewith CDSL Members facing any technical issue in login cancontact CDSL helpdesk by sending a request at[email protected] or contact at022- 23058738 and 022-23058542-43.
IndividualShareholdersholding securitiesin Demat modewith NSDL Members facing any technical issue in login cancontact NSDL helpdesk by sending a request at[email protected] or call at toll free no.:1800 1020 990 and 1800 22 44 30

Log in method for e-Voting and joining Virtual meeting for Physical Shareholders and Shareholders other than Individual holding in Demat form:

  • (i) The Shareholders should log on to the e-Voting website www.evotingindia.com
  • (ii) Click on "Shareholders".
  • (iii) Now Enter your User ID
    • a. For CDSL: 16 digit beneficiary ID,
    • b. For NSDL: 8 Character DP ID followed by 8 Digit Client ID,
    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • (iv) Next enter the Image Verification as displayed and Click on 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.
  • (vi) If you are a first time user follow the steps given below:
For Physical Shareholders and other than IndividualShareholders holding shares in Demat.
PAN Enter your 10 digit alpha-numeric PAN issuedby Income Tax Department (Applicable forboth demat shareholders as well as physicalshareholders)
Shareholders who have not updated•their PAN with the Company/DepositoryParticipant are requested to use thesequence number send by Company/RTA or Contact Company/RTA.
DividendBank DetailsOR Date ofBirth (DOB) Enter the Dividend Bank Details or Date ofBirth (in dd/mm/yyyy format) as recordedin your demat account or in the companyrecords in order to login.
If both the details are not recorded with•the depository or the Company pleaseenter the member id / folio number inthe Dividend Bank details field.
  • (vii) After entering these details appropriately, click on "SUBMIT" tab.
  • (viii) 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 also to be used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • (ix) For Shareholders 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 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.
  • (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 Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
  • (xvii) Note for Non Individual Shareholders and Custodians For Remote e-Voting only
    • 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 as Corporates.
    • 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

AGM Notice

Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• 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 Scrutinizer ([email protected]) and to the Company ([email protected]), 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 THROUGH VC/OAVM AND E-VOTING DURING AGM ARE AS UNDER:

    1. The procedure for attending AGM and e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-Voting.
    1. The link for VC/OAVM to attend the AGM will be available where the EVSN of the Company i.e Dr. Lal PathLabs Limited will be displayed after successful login as per the instructions mentioned above for remote e-Voting.
    1. Shareholders 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.
    1. 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 of AGM. The facility will be available for Members on first come first served basis.
    1. For better experience, we recommend that you join the AGM with high-speed wired internet connectivity. This prevents WiFi dropouts and speed issues.
    1. 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.
    1. Shareholders 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]. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
    1. Only those Shareholders, who are present in the AGM through VC/OAVM facility and have not casted 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.
    1. If any votes are cast by the Shareholders through e-Voting available during the AGM and if the same Shareholders have not participated in the meeting through VC/OAVM

facility, then the votes cast by such Shareholders shall be considered invalid as the facility of e-Voting during the meeting is available only to the Shareholders attending the meeting.

Process for those Shareholders whose Email/Mobile No. are not registered with the Company/Depositories

For PhysicalShareholders Send a letter to the Company at[email protected]providing FolioNo., Name of shareholder, scanned copyof the share certificate (front and back),Self attested copy of PAN Card and selfattested copy of any one documentfrom Aadhar Card, Driving License,Election Identity Card and Passport forregistering email address/Mobile No.
For Dematshareholders Please update your email addressand mobile no. with your respectiveDepository Participant (DP)
For IndividualDematshareholders Please update your email addressand mobile no. with your respectiveDepository Participant (DP) which ismandatory while e-Voting and joiningvirtual meetings through Depository

In case you have any queries or issues regarding attending AGM and e-Voting, from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. 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 on 022-23058542/43.

Declaration of Results

    1. The Scrutinizer shall provide, not later than two working days 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.
    1. 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.
    1. The recorded transcript of the proceeding of AGM shall be placed on the Company's website at www.lalpathlabs.com and the same also be in safe custody of the Company.

AGM Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

The Shareholders vide their resolution dated December 19, 2016 approved increasing the limit of Managerial Remuneration under Section 197(1) and Section 197(1)(ii)(A) to enable Mr. Rahul Sharma, Non-Executive Director to exercise the Stock Options granted to him under ESOP 2010 Scheme of the Company, for a period of 5 years from January 1, 2017 and such period is ending on December 31, 2021.

It may be noted that Mr. Sharma has not exercised any such vested Stock Options till date and the approval of shareholders is therefore sought for another period of 5 years starting from January 01, 2022 to enable Mr. Sharma to exercise such options.

Further, in case of exercise of options by Mr. Sharma, value of perquisite arising therefrom coupled with his annual Director commission for the Financial Year 2021-22 may result in his remuneration exceeding 50% (Fifty percent) of the total remuneration payable to all Non-Executive Directors of the Company and accordingly as per provisions of Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of shareholders is also sought for the same.

In view of the above, the Nomination & Remuneration Committee and Board of Directors of the Company in their meetings held on May 20, 2021 and May 21, 2021 respectively, approved the proposal for seeking consent of shareholders for payment of remuneration to Mr. Sharma as above.

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. 4 of this AGM Notice.

Except Mr. Rahul Sharma, Non-Executive Director of the Company and his relatives (to the extent of their shareholding, if any), none of other Directors and/or KMP's or their relatives are concerned or interested, financially or otherwise, in the resolution set out at item no. 4 of this AGM Notice.

The Board recommends the resolution set forth in Item No. 4 for the approval of members by way of a special resolution.

ITEM NO. 5

The Shareholders of the Company on October 10, 2018 through Postal Ballot approved payment of commission to Non-executive Directors of the Company subject to a maximum of 10,00,000/- (Rupees Ten Lakhs only) per annum per Director, if he/she is not a Chairperson of any Board Committee and an additional 2,50,000/- (Rupees Two Lakhs Fifty Thousand only) per annum for each Board Committee in which any such Director is a Chairperson, over a period of 5 (five) Years beginning from August 21, 2018.

In view of increased role and responsibilities of the Non-Executive Directors, post listing of the Company, the Board of Directors in their meeting on May 21, 2021 recommended modification of the resolution passed on October 10, 2018, to the members for increasing the limit of Commission payable to Non-Executive Directors subject to a maximum of ` 20,00,000/- (Rupees Twenty Lakhs only) per annum per Director to make it more commensurate with their increased role, responsibilities and duties.

Accordingly, approval of the Members is sought to pay such commission by way of a Special Resolution as set out in the Resolution at Item No. 5 of this AGM Notice.

Except (Hony) Brig. Dr. Arvind Lal, Dr. Vandana Lal, Dr. Archana Lal Erdmann, Mr. Sunil Varma, Dr. Saurabh Srivastava, Mr. H.S. Chandhoke, Mr. Anoop Mahendra Singh, Mr. Rahul Sharma and Mrs. Somya Satsangi, Directors of the Company and their relatives (to the extent of their Shareholding), none of other Director and/or KMP or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of this AGM Notice.

The Board recommends the resolution under Item No. 5 for approval of the members as a Special Resolution.

ITEM NO. 6

The Board of Directors of the Company in their meeting held on May 21, 2021, 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 2021-22 at a remuneration of ` 70,000/- (Rupees Seventy 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 ratified by the members of the Company.

The Board considers the remuneration payable to the Cost Auditors as fair and recommends the resolution contained in Item no. 6 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 or interested, financially or otherwise, in the resolution set out at Item No. 6 of this AGM Notice.

By Order of the Board For Dr. Lal PathLabs Limited

Rajat Kalra Date: May 21, 2021 Company Secretary Place: New Delhi Membership No: A-16947

Brief Profile of Directors pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard for General Meetings (SS-2) are as mentioned below:

Particulars Dr. Vandana Lal Mr. Rahul Sharma
DIN 00472955 00956625
Date of Birth November 18, 1956 September 14, 1960
Date of First Appointment to the February 14, 1995 July 22, 2005
Board
Brief Resume, Age and Nature ofExpertise in specific functional areas Dr. Vandana Lal, aged about 65 Years, is apromoter of Dr. Lal PathLabs Limited, she holds abachelor's degree in medicine and surgery fromthe University of Delhi and a doctorate degree inmedicine (pathology) from the University of Delhi.She has over 38 years of experience in the field ofpathology.Dr. Vandana Lal is also trained in Quality Assuranceandspearheadsthequalityimplementationprocess in all the laboratories of Dr Lal PathLabsLimited. She is the head of Clinical ResearchServices being the Chief Technical Officer since2007, playing a pivotal role in conception, planning,construction, execution & operationalizing theClinical trials division. She also heads the Research& Development wing of Dr. Lal PathLabs Limitedby monitoring development of new tests andmethods.She is the Executive Director of Dr. Lal PathLabsLimited since 1995. Her job profile includesexpansion of activities of the laboratory withassistance in planning and execution of newprojects for the Company; overall charge of allthe technical departments ensuring accuracy,quality assurance, quality control & compliance tostandards laid down by the accreditation bodieslike CAP, NABL & ISO. Mr. Rahul Sharma, aged about 60 years, is a NonExecutive Director on our Board. He studied Mathematicsat the University of Delhi and commerce at the KakatiyaUniversity. He has about 27 years of experience in thefield of human resources. Mr. Rahul is presently thePartner of HYRD, Singapore (wholly owned subsidiary ofthe Trakinvest Group), a technology enabled end-to-endrecruiting solutions and on-boarding platform.He has over 27 years of experience covering the humanresources sector and executive recruiting. Previously hewas a Partner at Executive Access, a leading executivesearch firm in Asia. He joined the firm in 1993 and wasa key senior member of the firm's Asia Pacific Bankingand Finance executive recruiting and consulting practice.Prior to Executive Access, he was with State Bank ofIndia. He joined the bank as a Probationary Officer in1987 and went onto manage a variety of portfolios inIndia and Japan. His sporting achievements in cricketinclude representing Delhi in the Ranji Trophy and alsocaptaining and representing Hong Kong in One DayInternationals.He has been a Director on the Company's Board since2005, and is a member of Nomination and RemunerationCommittee, Stakeholders Relationship Committee andRisk Management Committee.
Shareholding in the Company either 1,60,82,327 Equity Shares NIL
directly or in form of beneficialinterest for any other person (Mr. Rahul Sharma, holds 1,41,983 fully vested stock optionsgranted to him @ ` 311.30 in February 2015 under theESOP 2010 Plan of the Company.)
Relationship with other Directors &KMP's Spouse of (Hony) Brig. Dr. Arvind Lal, ExecutiveChairman and Mother of Dr. Archana Lal Erdmann,Non-Executive Director of the Company. None
No. of Meetings of the Boardattended during the year 5 (Five) Meetings 5 (Five) Meetings
Directorships held in other Archana Pharmaceuticals Private Limited• Chimes Aviation Private Limited•
Companies Kalmatia Sangam Travels Private Limited•
(Excluding Foreign Companies) APL Institute of Clinical Laboratory and•Research Private Limited
Membership /Chairmanship ofCommittees of other companies None None
Terms and conditions of Terms and conditions of re-appointment: Remuneration sought to be paid:
appointment/ re-appointment andSame as approved by the Shareholders in theRemuneration sought to be paid/lastAnnual General Meeting held on July 30, 2020 As per the details provided in Item No. 4 of this AGMNotice
drawn Remuneration last drawn: Remuneration last drawn:
As mentioned in the Corporate Governance Report As mentioned in the Corporate Governance Report

DR. LAL PATHLABS LIMITED

Corporate Identity Number: L74899DL1995PLC065388 Regd. Office: Block-E, Sector-18, Rohini, New Delhi – 110085 Corporate Office: 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

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 spare a few minutes of your valuable time to fill this questionnaire.

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1. Overall Service Rating of RTA
2. Response to queries/grievances by Company/RTA
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4. Quality of disclosures to Stock Exchanges/on Company 's Website
5. Quality and content of Annual Report
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