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Glenmark Pharmaceuticals ltd — AGM Information 2018
Sep 4, 2018
62608_rns_2018-09-04_3d0b134d-126f-4f85-ac58-4a0fc9a171e5.pdf
AGM Information
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September 4, 2018
To, To, Dy. General Manager The Manager – Listing, Bombay Stock Exchange Ltd., Plot No. C/1, G Block, P. J. Towers, Dalal Street, Bandra Kurla Complex, Fort, Mumbai – 400 001. Bandra (E), Mumbai – 400 051.
Department of Corporate Services, National Stock Exchange of India Ltd.,
Ref: Scrip Code: 532296 Ref: Scrip Name: GLENMARK
Dear Sirs,
Further to our letter dated 21st August, 2018, enclosed please find herewith the Notice Convening the 40th Annual General Meeting of the Company scheduled to be held on Friday, 28th September, 2018 for your information and record.
Thanking You,
Yours faithfully,
For Glenmark Pharmaceuticals Limited
HARISH VINAYAK KUBER Digitally signed by HARISH VINAYAK KUBER Date: 2018.09.04 14:53:52 +05'30'
Harish Kuber
Company Secretary and Compliance Officer
Encl: As above

Registered Office: B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026.
Corporate Office: Glenmark House, B. D. Sawant Marg, Chakala, Off Western Express Highway,
Andheri (E), Mumbai - 400 099. Tel No:-91 22 4018 9999 Fax No: 91 22 4018 9986 CIN: L24299MH1977PLC019982
Website: www.glenmarkpharma.com; Email: [email protected]
Notice
Notice is hereby given that the Fortieth Annual General Meeting ("AGM") of the Company will be held on Friday, 28 September 2018, at 11.00 a.m. at Sunville Banquet & Conference Hall, 3rd Floor, Dr. Annie Besant Road, Worli, Mumbai – 400 018 to transact the following businesses:
ORDINARY BUSINESS:
- 1. To receive, consider, approve and adopt the Audited Standalone Financial Statements for the Financial Year ended 31 March 2018 together with the reports of the Board and Auditors thereon.
- 2. To receive, consider, approve and adopt the Audited Consolidated Financial Statements for the Financial Year ended 31 March 2018 together with the report of the Auditors thereon.
- 3. To declare dividend on Equity Shares.
- 4. To appoint a Director in place of Mrs. Blanche Saldanha (DIN 00007671) who retires by rotation and being eligible, offers herself for re-appointment as per Section 152(6) of the Companies Act, 2013 and to consider and if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder, Mrs. Blanche Saldanha (DIN 00007671), aged 78 years, a Non-Executive Director of the Company, who is liable to retire by rotation at this Annual General Meeting of the Company, and being eligible, has offered herself for re-appointment, be and is hereby re-appointed as a Non-Executive Director of the Company, liable to retire by rotation."
- 5. To appoint a Director in place of Mr. Rajesh Desai (DIN 00050838) who retires by rotation and being eligible, offers himself for re-appointment as per Section 152(6) of the Companies Act, 2013.
- 6. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013 ('the Act') read with the applicable rules thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N) as Statutory Auditors of the Company for a term of 5 years i.e. till the conclusion of 41st Annual General Meeting of the Company, which was subject to ratification at every Annual General Meeting, be and is hereby ratified to hold office from the conclusion of this AGM until the conclusion of the next Annual General Meeting on such remuneration plus re-imbursement of out of pocket expenses as may be determined by the Board."
SPECIAL BUSINESS:
7. Appointment of an Additional Director: To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT Mr. V S Mani (DIN: 01082878), who has been appointed as an Additional Director of the Company by the Board of Directors with effect from 29 May 2018, in terms of Section 161(1) of the Companies Act, 2013 and Article 118 of the Articles of Association of the Company and whose term of office expires at this AGM, be and is hereby appointed as a Director of the Company and the period of his office shall be liable to determination by retirement of directors by rotation."
8. Appointment of Mr. V S Mani (DIN 01082878) as an Executive Director: To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and subject to the requisite approval of the Central Government, if required, the Company hereby accords its approval to the appointment of Mr. V S Mani (DIN 01082878), as the Whole-Time Director, designated as "Executive Director & Global Chief Financial Officer" for a period of 5 (Five) years with effect from 29 May 2018 on the terms and conditions of appointment and remuneration as contained in the draft Agreement, material terms of which are set out in the explanatory statement attached hereto.
RESOLVED FURTHER THAT the approval of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the 'Board' which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to vary, alter, increase, enhance or widen the terms and conditions of appointment and the remuneration payable to the appointee, from time to time, as they may in their discretion deem fit within the limits provided under this resolution and subject to the limits laid down in Section 197 and all other applicable provisions of the Act including any statutory modification and reenactment thereof for the time being in force, and the Rules framed thereunder read with Schedule V of the Act and subject to the approval of the Central Government, if necessary, and subject to the requisite approvals, if any, being obtained.
RESOLVED FURTHER THAT where in any financial year during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company may subject to receipt of the requisite approvals, if any, pay to the appointee, the remuneration being paid as the minimum remuneration by way of salary, perquisites and other allowances and benefits and that the perquisites pertaining to contribution to provident fund, superannuation fund or annuity fund, gratuity and leave encashment shall not be included in the computation of the ceiling on remuneration specified in Section II and Section III of Part II of Schedule V of the Act.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, proper or desirable and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient."
9. Appointment of Mr. Sridhar Gorthi (DIN 00035824) to continue as Independent Director for a term of five years ending on 31 March 2024.
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ('Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Sridhar Gorthi (DIN 00035824), who was appointed as an Independent Director not liable to retire by rotation and whose term will expire on 31 March 2019 be and is hereby re-appointed as an Independent Director of the Company to hold office for a term of five years upto 31 March 2024, with effect from 1 April 2019, not liable to retire by rotation."
10. Appointment of Mr. J.F. Ribeiro (DIN 00047630) to continue as Independent Director for a term of five years ending on 31 March 2024.
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ('Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. J. F. Ribeiro (DIN 00047630), who was appointed as an Independent Director not liable to retire by rotation and whose term will expire on 31 March 2019 be and is hereby re-appointed as an Independent Director of the Company to hold office for a term of five years upto 31 March 2024, with effect from 1 April 2019, not liable to retire by rotation."
11. Appointment of Mr. D.R. Mehta (DIN 01067895) to continue as Independent Director for a term of five years ending on 31 March 2024.
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ('Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. D. R. Mehta (DIN 01067895), who was appointed as an Independent Director not liable to retire by rotation and whose term will expire on 31 March 2019 be and is hereby re-appointed as an Independent Director of the Company to hold office for a term of five years upto 31 March 2024, with effect from 1 April 2019, not liable to retire by rotation."
12. Appointment of Mr. Bernard Munos (DIN 05198283) to continue as Independent Director for a term of five years ending on 31 March 2024.
To consider and if thought fit, to pass with or without modification(s), the following resolution a Special Resolution:
"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ('Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in
force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Bernard Munos (DIN 05198283), who was appointed as an Independent Director not liable to retire by rotation and whose term will expire on 31 March 2019 be and is hereby re-appointed as an Independent Director of the Company to hold office for a term of five years upto 31 March 2024, with effect from 1 April 2019, not liable to retire by rotation."
13. Appointment of Dr. Brian W. Tempest (DIN 00101235) to continue as Independent Director for a term of five years ending on 31 March 2024. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ('Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Dr. Brian W. Tempest (DIN 00101235), who was appointed as an Independent Director not liable to retire by rotation and whose term will expire on 31 March 2019 be and is hereby re-appointed as an Independent Director of the Company to hold office for a term of five years upto 31 March 2024, with effect from 1 April 2019, not liable to retire by rotation, as well as to continue to hold the position of Independent Director beyond 75 years of age."
14. Ratification of remuneration of Cost Auditors: To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to Section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 1.45 million excluding applicable taxes and reimbursement of actual travel and out-of pocket expenses for the Financial Year ending 31 March 2019 as approved by the Board of Directors of the Company to be paid to M/s. Sevekari, Khare & Associates, Cost Accountants for the conduct of the cost audit of cost records of the Company, be and is hereby ratified and confirmed."
By Order of the Board
For Glenmark Pharmaceuticals Limited
Harish Kuber
Company Secretary & Compliance Officer
Registered Office:
B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026. Place: Mumbai Date: 29 May 2018
Notes:
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- The relative Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 ('the Act'), in respect of the business as set out in Item Nos. 4, 7, 8, 9, 10, 11, 12, 13 and 14 above and the relevant details of the Directors seeking re-appointment/ appointment under Item Nos. 4, 5, 7, 8, 9, 10, 11, 12 and 13 above as required by Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and as required under Secretarial Standards – 2 on General Meetings issued by The Institute of Company Secretaries of India is annexed hereto.
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- A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY IN ORDER TO BE
EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
- A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.
A proxy may not vote except on a poll.
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- The Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, 22 September 2018 to Friday, 28 September 2018 (both days inclusive) for ascertaining the names of the shareholders to whom the dividend which if declared at the AGM is payable. The dividend, if declared at the AGM, will be paid on or after 3 October 2018 to those persons:-
- (a) whose names appear as beneficial owners as at the end of the business hours on 21 September 2018 in the list of beneficial owners to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in respect of the shares held in electronic form; and
- (b) whose names appear as members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company / Registrar and Share Transfer Agents viz Karvy Computershare Private Limited ("Karvy") on or before 21 September 2018.
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- In respect of shares held in electronic form, the dividend will be payable on the basis of the beneficial ownership as per details furnished by NSDL and CDSL, for this purpose.
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- Members seeking any information with regard to accounts are requested to write to the Company Secretary at least ten days in advance, to enable the Company to keep the information ready.
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- The documents referred to in the Notice/Explanatory Statement will be available for inspection by the members of the Company at the Registered Office/Corporate Office of the Company between 11:00 a.m. and 1:00 p.m., on any working day of the Company up to and including the date of the Meeting.
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- Members are requested to:
- a) Bring their copy of the Annual Report for the meeting.
- b) Advice the Company's Registrars for consolidation of their shares into a single folio wherever different folios have been allotted to them.
- c) Quote their folio number in all their correspondence.
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- Nomination Facility:
As per the provisions of Section 72 of the Act, facility for making nomination is available for the members in respect of the shares held by them. Members holding shares in single name and who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a member desires to cancel the earlier nomination and record fresh nomination, he may submit the same in Form No. SH-14. Members holding shares in physical form are requested to obtain the nomination forms from Karvy. Both the forms are also available on the website of the Company under "Investor Relations" section. Members holding shares in electronic form may obtain the nomination forms from their respective depository participants.
- Corporate Members intending to send their authorised representatives to attend the AGM, pursuant to Section 113 of the Companies Act, 2013, are requested to send a certified copy of the Board Resolution authorising their representatives to attend and vote on their behalf at the meeting.
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- Non-resident Indian shareholders are requested to inform immediately about the following to the Company or Karvy or the concerned Depository Participant, as the case may be:
- (a) The change in the residential status on return to India for permanent settlement.
- (b) The particulars of the NRE Account with a Bank in India, if not furnished earlier.
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- Only bonafide members of the Company whose names appear on the Register of Members/Proxy holders, in possession of valid attendance slips duly filled and signed will be permitted to attend the meeting. Members holding shares in dematerialized form are requested to write their Client ID and DP ID numbers and those who hold shares in physical form are requested to write their Folio No. in the Attendance Slip.
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- National Automated Clearing House (NACH):
- (i) To avoid loss of dividend warrants in transit and undue delay in receipt of dividend warrants, the Company has provided NACH facility to the members for the remittance of dividend. Members holding shares in physical form and desirous of availing this facility are requested to provide their latest bank account details (Core Banking Solutions Enabled Account Number, 9 digit MICR and 11 digit IFS Code), along with their Folio Number, to Karvy.
- (ii) Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the depository participant of the members.
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- Securities and Exchange Board of India (SEBI) has directed companies to credit the dividends electronically to the Member's bank account. All Members who are yet to update their Bank details are requested to do the same, so that the dividend can be credited electronically. Members who hold shares in dematerialized form should inform their Depository Participant(s) and such Members holding shares in physical form should inform Karvy, their Bank details viz. Bank Account Number, Name of the Bank and Branch details and MICR Code. Those Members who have earlier provided the above information should update the details, if required.
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- The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in dematerialized form are, therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form shall submit their PAN details to Karvy.
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- The Ministry of Corporate Affairs has notified provisions relating to unpaid/ unclaimed dividend under Sections 124 and 125 of Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. As per these Rules, dividends which are not encashed / claimed by the shareholder for a period of seven consecutive years shall be transferred to the Investor Education and Protection Fund (IEPF) Authority. The new IEPF Rules mandate the companies to transfer the shares of shareholders whose dividends remain unpaid / unclaimed for a period of seven consecutive years to the demat account of IEPF Authority. Hence, the Company urges all the shareholders to encash/ claim their respective dividend during the prescribed period. The details of the unpaid / unclaimed amounts lying with the Company as on 29 September 2017 i.e. the date of last Annual General Meeting are available on the website of the Company www.glenmarkpharma.com and on the website of Ministry of Corporate Affairs. The shareholders whose dividend/ shares are/will be transferred to the IEPF Authority can now claim their shares from the Authority by following the Refund Procedure as detailed on the website of IEPF Authority http://iepf.gov.in/ IEPFA/ refund.html
Members are requested to contact Karvy/ Investor Service Department of the Company for encashing the unclaimed dividends standing to the credit of their account. The detailed dividend history is available on 'Investor Relations' page on the website of the Company viz. www.glenmarkpharma.com
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- 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 amended by the Companies (Management and Administration) Rules, 2015 and Regulation 44 of SEBI Listing Regulations, the Company is pleased to provide to its Members, facility to exercise their right to vote on resolutions proposed to be considered at the AGM by electronic means and the business may be transacted through e-voting services arranged by Karvy. The instructions for e-voting (forming an integral part of the Notice) are being sent separately by electronic mode to all members whose Email addresses are registered with the Company / Depository Participant(s) unless a Member has requested for documents in physical mode. For Members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode.
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- In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs and in terms of the provisions of the Companies Act, 2013, all Members who are holding shares of the Company in physical mode, are required to register their Email ids, so as to enable the Company to send all notices/ reports/ documents/ intimations and other correspondences, etc. through Emails, in the electronic mode instead of receiving physical copies of the same. The Members holding shares in dematerialized form, who have not registered their Email ids with Depository Participant(s), are requested to register/update their Email ids with their Depository Participant(s).
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- The route map of the venue of the AGM forms an integral part of the Notice. The prominent landmark for the venue is next to HP Petrol Pump at the junction of Worli Sea Face Road and Dr. Annie Besant Road.
By Order of the Board
For Glenmark Pharmaceuticals Limited
Harish Kuber
Company Secretary & Compliance Officer
Registered Office:
B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026. Place: Mumbai Date: 29 May 2018
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 4
Mrs. Blanche Saldanha, a Non-Executive Director of the Company has attained the age of 75 years. Proposed Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which are effective from 1 April 2019, requires the Company to obtain approval of members by way of a special resolution for appointing or continuing the directorship of a person as a Non-Executive Director who has attained seventy-five years of age.
The Board of Directors at its meeting held on 29 May 2018 based on the performance evaluation, considered that given her background and contributions made by her during her tenure and experience as director of the Company, the continued association of Mrs. Blanche Saldanha would be beneficial to the Company and the Board and it is desirable to re-appoint Mrs. Blanche Saldanha as a Non-Executive Director of the Company, liable to retire by rotation.
The Board recommended the resolution contained in Item No. 4 for approval of shareholders by way of Special Resolution.
Mrs. Blanche Saldanha is deemed to be concerned or interested in this Resolution. Mrs. Cherylann Pinto and Mr. Glenn Saldanha Directors of the Company of whom Mrs. Blanche Saldanha is relative are also deemed to be concerned or interested in this Resolution, None of the other Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, financially or otherwise, in this resolution.
Item No. 7 & 8
The Board of Directors, on the recommendation of Nomination & Remuneration Committee at its meeting held on 29 May 2018 had appointed Mr. V S Mani (DIN 01082878) as an Additional Director of the Company with effect from 29 May 2018. In accordance with the provisions of Section 161 of Companies Act, 2013, Mr. V S Mani shall hold office up to the date of the forthcoming Annual General Meeting of the Company.
The Board at the same meeting had also appointed Mr. V S Mani as a Whole-time Director designated as "Executive Director & Global Chief Financial Officer", liable to retire by rotation, for a period of 5 (Five) years with effect from 29 May 2018, subject to the approval of the Members of the Company.
Mr. V S Mani has over twenty five years of rich functional experience including Treasury, Taxation (Direct, Indirect & International), Accounting, Financial Planning & Analysis, Secretarial, Legal, Audits (Internal & Statutory), Risk Management & Investor Relations. He was associated with Cipla Limited for over fourteen years across two stints. His last stint at Cipla was as their Global Chief Finance Officer. In addition to leading the finance function, he played a key role in acquisition of various companies in emerging and mature markets for Cipla. Mr. Mani has also held various financial leadership roles at Wockhardt, VIP Industries and Glenmark Pharmaceuticals Limited in the past. Most recently, he was with the Bhartiya Group, where he was the President Finance.
Mr. V S Mani is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as Director. Mr. Mani satisfies all the conditions as set out in Section 196(3) of the Act and Part-I of Schedule V to the Act, for being eligible for his appointment.
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- The particulars of the terms and conditions are as under:
- a. Salary: In the scale of ` 11,989,152/- per annum, subject to such annual increments as the Board may determine from time to time on recommendation of the Nomination and Remuneration Committee.
- b. Personal Pay: Personal Pay of ` 18,155,424/- per annum, subject to such annual increments as the Board may determine from time to time on recommendation of the Nomination and Remuneration Committee.
c. Perquisites:
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i. Medical Re-imbursement: Expenses incurred for him and his family subject to a ceiling of ` 15,000/ per annum, subject to such annual increments as may be determined from time to time by the Board on the recommendation of the Nomination and Remuneration Committee. For the purpose of above perquisites, family means a spouse and dependent children.
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ii. Leave Travel Re-imbursement: Not exceeding ` 999,096/- per annum or as may be determined by the Board from time to time on the recommendation of the Nomination and Remuneration Committee.
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iii. Personal Accident and Other Insurances: Medical Insurance policy, Group Term Life Insurance policy and Personal Accident policy in accordance with the rules of the Company or as agreed by the Board of Directors.
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iv. Retirement Benefits: Contribution to Provident Fund, as per the rules of the Company.
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v. Gratuity: The Gratuity payable shall be as per the rules of the Company.
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vi. Long Term Incentive Target Amount: The Company will pay long term incentive target amount as follows:
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a. July 2018: ` 4,000,000
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b. July 2019: ` 5,000,000
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c. July 2020: ` 7,500,000
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vii. The Company will also pay House Rent Allowance, Education Allowance for dependent children, Meal Voucher, Car Allowance, fixed allowance towards Drivers' Salary, Petrol and Telephone Reimbursement, Gift Voucher and an Annual Performance Bonus as determined by the Board from time to time, subject to such annual increments as the Board may determine from time to time on the recommendation of the Nomination and Remuneration Committee.
Perquisites at Sr. Nos. (iv) and (v) above shall not be included in the computation of the ceiling on remuneration.
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The remuneration, as determined aforesaid from time to time, be paid and the perquisites provided to Mr. V S Mani, as minimum remuneration in the event of loss or inadequacy of profit in any year, be subject to such limits, as may be prescribed in Section II and Section III of Part II of Schedule V of the Companies Act, 2013, from time to time.
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Mr. V S Mani will not be entitled to sitting fees for attending meetings of the Board of Directors or Committees thereof.
The Board recommend the passing of the Ordinary Resolution contained in Item Nos. 7 & 8 of the accompanying Notice. Except Mr. V S Mani, none of the other Directors and Key Managerial Personnel of the Company is in any way concerned or interested in this Resolution.
Item No. 9 to 13
Pursuant to Sections 149, 152, Schedule IV of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force, it is proposed to reappoint Mr. Sridhar Gorthi, Mr. J. F. Ribeiro, Mr. D. R Mehta, Mr. Bernard Munos and Dr. Brian W. Tempest as Independent Directors of the Company for a term of 5 (five) consecutive years up to 31 March 2024.
Each of Mr. Sridhar Gorthi, Mr. J. F. Ribeiro, Mr. D. R Mehta, Mr. Bernard Munos and Dr. Brian W. Tempest are existing Independent Directors of the Company in terms of regulation 25 of the Listing Regulations. In the opinion of the Board, they fulfill the conditions specified in Sections 149, 152, Schedule IV of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and regulation 25 of the Listing Regulations (including any statutory modification(s) or re-enactment thereof for the time being in force) and such Independent Directors are independent of the management. It is therefore proposed that they will continue as an Independent Directors of the Company in compliance with the provisions of Companies Act, 2013. Accordingly, their tenure of appointment for 5 (five) years commencing from 1 April 2019 upto 31 March 2024 is in accordance with Section 149 of the Companies Act, 2013 read with other applicable provisions. The Board of Directors
at its meeting held on 29 May 2018, on the recommendation of the Nomination and Remuneration Committee and based on the performance evaluation, considered that given the background, experience and contributions made by them during their tenure, their association would be beneficial to the Company and the Board and it is desirable to re-appoint them as Independent Directors of the Company, not liable to retire by rotation.
Further, Mr. J. F. Ribeiro and Mr. D. R Mehta has attained the age of 89 years and 81 years, respectively. Also, Dr. Brian W. Tempest would attain the age of 75 years during the tenure for which his re-appointment is proposed. The proposed Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which are effective from 1 April 2019, requires the Company to obtain approval of members by way of a special resolution for appointing or continuing the directorship of a person as a Non-Executive Director who has attained seventyfive (75) years of age.
Keeping in compliance with the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV of the said Act, the appointment of the above mentioned existing directors to continue as Independent Directors is now being placed before the members for approval by passing a Special Resolution.
Copy of the draft letters for appointment of Independent Directors setting out the terms and conditions would be available for inspection without any fee by the members at the Corporate Office of the Company during normal business hours on any working day.
Other than Independent Directors of the Company to whom the resolutions relate, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolutions set out at Item Nos. 9 to 13. This Explanatory Statement may also be regarded as a disclosure under regulation 27 of the Listing Regulations with the Stock Exchange.
Item No. 14
In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014, the Board shall appoint an individual who is a Cost Accountant in practice or a Firm of Cost Accountants in practice as a Cost Auditor on the recommendation of the Audit Committee, which shall also recommend remuneration for such Cost Auditor. The remuneration recommended by Audit Committee shall be considered and approved by the Board and ratified by the shareholders of the Company.
On recommendation of Audit Committee at its meeting held on 28 May 2018, the Board at it's meeting held on 29 May 2018 considered and approved appointment of M/s. Sevekari, Khare & Associates, Cost Accountants for the conduct of the cost audit of cost records of the Company at a remuneration of ` 1.45 million excluding applicable taxes and reimbursement of actual travel and out-of pocket expenses for the Financial Year ending 31 March 2019.
The resolution at Item No. 14 of the Notice is set out as an Ordinary Resolution for approval and ratification by the members in terms of Section 148 of the Companies Act, 2013.
None of the Directors and Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 14 of the Notice.
| 6 | Details of Directors under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS 2 - Secretarial Standard on General Meetings seeking appointment/ | re-appointment at the forthcoming Annual General Meeting: |
|---|---|---|
| during FYMeetingsattendedNo. ofBoard2017-18 | 4 | 4 | NA | 4 | 4 | 4 | 4 | 4 |
|---|---|---|---|---|---|---|---|---|
| Committee positions held in Indian Public Companies includingGlenmark Pharmaceuticals Limited | None | Glenmark Pharmaceuticals Limited (Member)Glenmark Pharmaceuticals Limited (Member)Corporate Social Responsibility Committee:Risk Management Committee: | Glenmark Pharmaceuticals Limited (Member)Operations Committee: | Nomination and Remuneration Committee/Compensation Committee:Hathway Cable & Datacom Limited (Chairman)Hathway Cable & Datacom Limited (Member)Glenmark Pharmaceuticals Limited (Member)Glenmark Pharmaceuticals Limited (Member)Glenmark Pharmaceuticals Limited (Member)Corporate Social Responsibility Committee:Audit Committee: | Nomination and Remuneration Committee/CompensationStakeholders'/Investors' Grievance Committee:Glenmark Pharmaceuticals Limited (Chairman)Glenmark Pharmaceuticals Limited (Chairman)Glenmark Pharmaceuticals Limited (Chairman)Audit Committee:Committee: | Nomination and Remuneration Committee/Compensation Committee:Stakeholders'/Investors' Grievance Committee:Glenmark Pharmaceuticals Limited (Member)Glenmark Pharmaceuticals Limited (Member)Glenmark Pharmaceuticals Limited (Member)Atul Rajasthan Date Palms Limited (Member)Corporate Social Responsibility Committee:Jain Irrigation Systems Limited (Member)JMC Projects (India) Limited (Chairman)JMC Projects (India) Limited (Chairman)JMC Projects (India) Limited (Member)Poly Medicure Limited (Chairman)Poly Medicure Limited (Member)Poly Medicure Limited (Member)Risk Management Committee:Audit Committee: | NIL | Nomination and Remuneration Committee/Compensation Committee:SRL Limited (Chairman)SRL Limited (Member)Audit Committee: |
| held in OtherDirectorshipCompanies | None | None | None | DatacomHathwayCable &Limited | VVF Limited | Poly MedicureJain IrrigationJMC ProjectsDate PalmsRajasthanIndustriesMM AutoSystemsLimited,Limited,Limited,Limited,Limited(India)Atul | NIL | SRL Limited |
| as on 31/03/18Shares Held inpaid-up Sharethe Companyand % ofCapital | 1,035,122(0.37%) | 109,167(0.04%) | 600(0.00%) | 559(0.00%) | 45,800(0.02) | NIL | NIL | NIL |
| Qualification | B. Sc. , B. Ed. | B.Sc., FCA | B.Com, CA | Law School of Indiafrom the NationalB.A., LLB (Hons.) | B.Com, LLB, IPS | Law from RajasthanAlfred Sloan SchoolGraduate in Arts &University. He alsoInstitute of Publicstudied at Royalof Management,London and theAdministration,Boston, USA. | Economics & AnimalMBA, Graduatedegrees inScience | FRSC, BSC, PHDCSCI, CCHEM, |
| Expertise in specific functional area | responsible to a large extent in developingShe was a Whole – time Director of theCompany from 1982 upto 2005 and isthe Company's export business | Finance & Income Tax. He was an ExecutiveDirector of the Company, In charge ofAccounting, Finance and Secretarialfunctions | Core Financial & Secretarial | Corporate Lawyer | assignments. Amongst the major positionsAffairs, Director General of Police, Punjab.Police, Mumbai, Special Secretary to theheld, he has been the Commissioner ofGovernment of India, Ministry of HomeHe is a retired Government official andhas served the country under various | Administration & Management of PublicAffairs, Finance | Innovative Research in Biomedicalinnovation | Pharmaceutical Business |
| Key ManagerialManager andRelationshipwith otherDirectors,Personnel | CherylannMother ofMr. GlennSaldanhaand Mrs.Pinto. | None | None | None | None | None | None | None |
| Date of firstAppointment | 11.08.2011 | 09.11.2011 | 29.05.2018 | 01.04.2014 | 01.04.2014 | 01.04.2014 | 01.04.2014 | 01.04.2014 |
| Age(Yrs) | 78 | 59 | 53 | 46 | 89 | 81 | 68 | 71 |
| Name of theDirector | (DIN 00007671)Mrs. BlancheSaldanha | (DIN 00050838)Mr. RajeshDesai | (DIN 01082878)Mr. V. S. Mani | Mr. Sridhar Gorthi(DIN 00035824) | (DIN 00047630)Mr. J. F. Ribeiro | (DIN 01067895)Mr. D. R. Mehta | Mr. Bernard Munos(DIN 05198283) | (DIN 00101235Dr. Brian WTempest |
Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032.
To,
I / We request you to record the following information against my / our Folio No.:
| General Information: |
|---|
| Folio No.: |
| Name of the first namedShareholder: |
| PAN:* |
| CIN / Registration No.:*(applicable to CorporateShareholders) |
| Tel No. with STD Code: |
| Mobile No.: |
| Email Id: |
| *Self-attested copy of the document(s) enclosed |
Bank Details:
| IFSC:(11 digit) |
|---|
| MICR:(9 digit) |
| Bank A/c Type: |
| Bank A/c No.:@ |
| Name of the Bank: |
| Bank Branch Address: |
@ A blank cancelled cheque is enclosed to enable verification of bank details
I / We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I / we would not hold the Company / RTA responsible. I / We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I / We understand that the above details shall be maintained till I / we hold the securities under the abovementioned Folio No. / beneficiary account.
Place:
Date: Signature of Sole / First holder
This page is intentionally left blank

Registered Office: B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026. Corporate Office: Glenmark House, B. D. Sawant Marg, Chakala, Off Western Express Highway, Andheri (E), Mumbai - 400 099. Tel No:-+91 22 40189999 Fax No: +91 22 40189986 Website: www.glenmarkpharma.com; Email: [email protected] CIN: L24299MH1977PLC019982
ATTENDANCE SLIP
FORTIETH ANNUAL GENERAL MEETING - FRIDAY, 28 SEPTEMBER 2018 AT 11:00 A.M.
To be handed over at the entrance of the Meeting Hall
Sr. No.:
I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.
I hereby record my presence at the Fortieth Annual General Meeting of the Company to be held at Sunville Banquet & Conference Hall, 3rd Floor, Dr. Annie Besant Road, Worli, Mumbai – 400 018, on Friday, 28 September, 2018, at 11:00 a.m.
Members Folio/*DP ID-Client ID No.
Member's/Proxy's name in Block Letters
Signature of Member/Proxy
*Applicable for members holding shares in electronic form.
Notes:
-
- Shareholder/Proxy holder wishing to attend the Meeting must bring the Attendance Slip to the Meeting and hand over at the entrance duly signed.
-
- Shareholder/Proxy holder should bring his/her copy of the Annual Report for reference at the meeting.



Registered Office: B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026. Corporate Office: Glenmark House, B. D. Sawant Marg, Chakala, Off Western Express Highway, Andheri (E), Mumbai - 400 099. Tel No:-+91 22 40189999 Fax No: +91 22 40189986 Website: www.glenmarkpharma.com; Email: [email protected] CIN: L24299MH1977PLC019982
PROXY FORM
[Pursuant to Section 105 (6) of the Companies Act, 2013 read with Rule 19 (3) of the Companies (Management and Administration) Rules, 2014]
| Name of the Member(s): | |
|---|---|
| Registered address: | |
| E-mail Id: | |
| Folio No. / Client ID: | |
| DP ID: | |
| I/We being the member(s) of | shares of the above named Company, hereby appoint: |
| (1)Name: | |
| Address: | |
| E-mail Id: | |
| Signature: | or failing him |
| (2)Name: | |
| Address: | |
| E-mail Id: | |
| Signature: | or failing him |
| (3)Name: | |
| Address: | |
| E-mail Id: | |
| Signature: |
As my/ our proxy to attend and vote (on a poll) for me/ us and on my/ behalf at the 40th Annual General Meeting of the Company, to be held on Friday, 28 September 2018 at 11.00 a.m. at Sunville Banquet & Conference Hall, 3rd Floor, Dr. Annie Besant Road, Worli, Mumbai – 400 018 and at any adjournment thereof in respect of such resolutions as are indicated below:
** I wish my above Proxy to vote in the manner as indicated in the box below:
Signed this day of 2018
| ResolutionNo. | Resolutions | Vote [Optional, see Note (4)].Enter number of shares. | ||
|---|---|---|---|---|
| Ordinary Business | For | Against | Abstain | |
| 1 | To receive, consider, approve and adopt the Audited StandaloneFinancial Statements for the Financial Year ended 31 March 2018together with the reports of the Board and Auditors thereon. | |||
| 2 | To receive, consider, approve and adopt the Audited ConsolidatedFinancial Statements for the Financial Year ended 31 March 2018together with the report of the Auditors thereon. | |||
| 3 | To declare dividend on Equity Shares. | |||
| 4 | To appoint a Director in place of Mrs. Blanche Saldanha(DIN 00007671) who retires by rotation and being eligible, offersherself for re-appointment as per Section 152(6) of the CompaniesAct, 2013. | |||
| 5 | To appoint a Director in place of Mr. Rajesh Desai (DIN 00050838)who retires by rotation and being eligible, offers himself forre-appointment as per Section 152(6) of the Companies Act, 2013. | |||
| 6 | Ratification of Statutory Auditors M/s. Walker Chandiok & Co LLP,Chartered Accountants (ICAI Firm Registration No. 001076N). | |||
| Special Business | ||||
| 7 | Appointment of an Additional Director | |||
| 8 | Appointment of Mr. V S Mani (DIN 01082878) as an Executive Director. | |||
| 9 | Appointment of Mr. Sridhar Gorthi (DIN 00035824) to continue asIndependent Director for a term of five years ending on 31 March 2024. | |||
| 10 | Appointment of Mr. J. F. Ribeiro (DIN 00047630) to continue asIndependent Director for a term of five years ending on 31 March 2024. | |||
| 11 | Appointment of Mr. D. R. Mehta (DIN 01067895) to continue asIndependent Director for a term of five years ending on 31 March 2024. | |||
| 12 | Appointment of Mr. Bernard Munos (DIN 05198283) to continue asIndependent Director for a term of five years ending on 31 March 2024. | |||
| 13 | Appointment of Dr. Brian W. Tempest (DIN 00101235) to continue asIndependent Director for a term of five years ending on 31 March 2024. | |||
| 14 | Ratification of remuneration of Cost Auditors. |
| Signature of Shareholder | Affix |
|---|---|
| Revenue | |
| stamp of | |
| Signature of proxy holder(s) | ` 1/- |
Notes:
(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
(2) A Proxy need not be a member of the Company.
- (3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
- (4) **This is only optional. Please put a 'X' in the appropriate column against the resolutions indicated in the Box. If you leave the 'For' or 'Against' or 'Abstain' column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
- (5) Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.
- (6) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Registered Office: B/2, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026.
:
Corporate Office: Glenmark House, B. D. Sawant Marg, Chakala, Off Western Express Highway, Andheri (E), Mumbai - 400 099.
Tel No.:+9122 40189999, Fax No. +9122 40189986
CIN: L24299MH1977PLC019982
Website: www.glenmarkpharma.com; Email: [email protected]
Serial No. :
Name and Registered Address of the Sole/First named Member
Name(s) of the joint Member(s), if any :
Registered Folio No. / DP & Client ID No. : / Number of Shares held :
Dear Member,
Sub.: Voting through electronic means
Pursuant to the provisions of Section 108 of the Companies Act, 2013 ("the Act") and other applicable provisions of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time ("Companies Management Rules") and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer remote e-voting facility as an option to all the Members of the Company. Glenmark Pharmaceuticals Limited ("the Company") has engaged the services of Karvy Computershare Private Limited ("Karvy") as the Authorised Agency for facilitating remote e-voting in respect of items of business to be transacted at the Fortieth Annual General Meeting ("AGM") scheduled to be held on Friday, 28 September 2018 at 11:00 a.m., to enable the Members to cast their votes. Remote e-voting is optional. The facility for voting, either through electronic voting system or polling paper shall also be made available at the AGM and the Members who have not cast their vote by remote e-voting shall be able to exercise their vote at the meeting. The Members who have already cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
The remote e-voting particulars are set out below:
| EVSN (e-voting sequence number) | USER ID | PASSWORD/PIN |
|---|---|---|
| 4184 |
The remote e-voting facility will be available during the following voting period:
| Commencement of remote e-voting | End of remote e-voting |
|---|---|
| From 9:00 a.m. on 25 September 2018 | Upto 5:00 p.m. on 27 September 2018 |
The remote e-voting shall not be allowed beyond 5:00 p.m. on 27 September 2018.
The Members whose names are recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on 21 September 2018 being the Cut-off date (cut-off date for the purpose of Rule 20(2)(ii) of the Companies Management Rules) fixed for determining the voting rights of the Members who are entitled to participate in the remote e-voting process, through the remote e-voting platform provided by Karvy.
Please read the instructions printed overleaf before exercising the vote. This communication forms an integral part of the Notice dated 29 May 2018 convening the Fortieth Annual General Meeting scheduled to be held on Friday, 28 September 2018. Attention is invited to the statement on the accompanying Notice that the business of the meeting may be transacted through remote e-voting system and that the Company is providing facility for voting by electronic means.
The notice of the Annual General Meeting and this communication are also available on the website of the Company www.glenmarkpharma.com
By Order of the Board For Glenmark Pharmaceuticals Limited
Sd/- Harish Kuber Company Secretary & Compliance Officer
INSTRUCTIONS FOR REMOTE E-VOTING
-
- Open your web browser during the voting period and navigate to https://evoting.karvy.com
-
- Enter the login credentials [i.e., User ID and password mentioned overleaf]. Your Folio No. / DP ID Client ID will be your User ID. In case you do not have the password or have forgotten the Password or you have become member after the dispatch of the AGM notice, you can click on "FORGOT PASSWORD" to generate a new Password or get in touch with Karvy at the details mentioned under point (13) hereunder. However, if you are already registered with Karvy for e-voting, you can use your existing User ID and Password for casting your vote.
-
- After entering the details appropriately, click on "LOGIN".
-
- You will reach the Password change menu wherein you are required to mandatorily change your password. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and one special character (@, #,$,etc.). The system will prompt you to change your Password and update any contact details like mobile, email etc. on first login. You may also enter the secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your Password confidential for casting your vote in a secure manner.
-
- You need to login again with the new credentials.
-
- On successful login, the system will prompt you to select the EVENT i.e., Glenmark Pharmaceuticals Limited.
-
- On the voting page, the number of shares (which represents the number of votes) as held by the member as on the Cut-off Date will appear.
-
- If you desire to cast all the votes assenting/dissenting to the resolution, then enter all shares and click "FOR"/"AGAINST" as the case may be or partially in "FOR" and partially in "AGAINST", but the total number in "FOR/AGAINST" taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option "ABSTAIN" and the shares held will not be counted under either head.
-
- Members holding multiple folios/demat account shall choose the voting process separately for each folio/demat account.
-
- Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
-
- Cast your votes by selecting an appropriate option and click on "SUBMIT". A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the evoting period, you can login multiple times till you have confirmed that you have voted on the resolutions.
Other Instructions:
-
- Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently. Further, the Member who has cast his/her vote electronically through remote e-voting shall not be able to vote at the AGM again, and his/her earlier vote (cast through remote e-voting) shall be treated as final.
-
- The Notice of the AGM alongwith the Annual Report 2017-2018 are also available on the Company's website www.glenmarkpharma.com and on website of Karvy, http://evoting.karvy.com. In case of any queries, you may refer the Frequently Asked Questions (FAQs) and e-voting User Manual for Members available at the download section of http://evoting.karvy.com or contact Mr. V Rajendra Prasad – Manager, Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032, Phone: +91 – 40 67161500, 33211000 or at toll free to Karvy at Tel. No. 1800 345 4001, who will address any grievances/queries connected with the remote e-voting.
-
- Mr. Surjan Singh Rauthan, Practicing Company Secretary [Membership No. F4807 & C.P. No. 3233] has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
-
- The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the AGM, thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, within a period not exceeding 48 hours from the conclusion of the AGM, forthwith to the Chairman/or a person authorised by the Chairman in writing, of the Company.
-
- The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.glenmarkpharma.com and on the website of Karvy http://evoting.karvy.com within 48 hours of passing of the resolutions at the AGM of the Company and communicated to the BSE Limited and National Stock Exchange of India Limited.
-
- The resolutions shall be deemed to be passed on the date of the Annual General Meeting.
-
- Corporate / Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF/JPG Format) of the relevant Board Resolution/Authority Letter, etc., together with attested specimen signature(s) of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer through e-mail on [email protected] with a copy marked to [email protected]. They may also upload the same in the e-voting module in their login. The scanned image of the above mentioned documents should be in the naming format "Corporate Name_EVENTNo."