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Glenmark Pharmaceuticals ltd Proxy Solicitation & Information Statement 2023

Mar 15, 2023

62608_rns_2023-03-15_cb9f76c1-f811-463b-a60a-c87e03d6e8ca.pdf

Proxy Solicitation & Information Statement

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March 15, 2023

To, To, Dy. General Manager The Manager – Listing, Department of Corporate Services, The National Stock Exchange of India Ltd., BSE Ltd., Plot No. C/1, G Block, P. J. Towers, Dalal Street, Bandra Kurla Complex, Fort, Mumbai – 400 001. Bandra (E), Mumbai – 400 051. Ref: Scrip Code: 532296 Ref: Scrip Name: GLENMARK

Ref: Scrip Code: 532296

Dear Sir,

- Sub: Intimation regarding Notice of Postal Ballot Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

Pursuant to Regulation 30 of SEBI Listing Regulations, we hereby submit the postal ballot notice dated March 8, 2023 (‘Notice’) along with the explanatory statement which is being disseminated to the shareholders of the Company for seeking their approval in relation to following resolution:

Sr.
No.
Type of
Resolution
Resolution
1 Special To approve appointment of Mrs. Vijayalakshmi Rajaram Iyer
(DIN- 05242960) as Non-Executive - Independent Director of the
Company

In accordance with applicable laws and circulars issued by Ministry of Corporate Affairs, the said Notice is being sent electronically to all the members whose names appear in the Register of Members/ List of Beneficial Owners and whose email IDs are registered with Depositories/ Depository Participants as on Friday, March 10, 2023 (‘Cut-off date’).

The Postal Ballot Notice is also available on the website of the Company at www.glenmarkpharma.com, websites of the Stock Exchanges viz. www.bseindia.com and www.nseindia.com and on the website of KFin Technologies Limited at www.kfintech.com.

Glenmark Pharmaceuticals Ltd. Glenmark House, B D Sawant Marg, Andheri (E), Mumbai 400 099, India T: 91 22 4018 9999 F: 91 22 4018 9988 CIN No: L24299MH1977PLC019982 W: www.glenmarkpharma.com Registered office: B/2, Mahalaxmi Chambers, 22 Bhulabhai Desai Road, Mumbai 400 026 E: [email protected]

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The Company has engaged KFin Technologies Limited for facilitating remote e-voting to enable the members to cast their votes electronically. The remote e-voting period shall commence on Thursday, March 16, 2023 at 9:00 a.m. IST and conclude on Friday, April 14, 2023 at 5:00 p.m. IST. The results of the e-voting will be announced on or before Sunday, April 16, 2023.

Request you to kindly take the same on record.

Thanking you,

Yours faithfully,

For Glenmark Pharmaceuticals Limited

HARISH Digitally signed by HARISH VINAYA VINAYAK KUBER Date: 2023.03.15 K KUBER 15:38:47 +05'30'

Harish Kuber Company Secretary & Compliance Officer

Encl.: Postal Ballot Notice

Glenmark Pharmaceuticals Ltd. Glenmark House, B D Sawant Marg, Andheri (E), Mumbai 400 099, India T: 91 22 4018 9999 F: 91 22 4018 9988 CIN No: L24299MH1977PLC019982 W: www.glenmarkpharma.com Registered office: B/2, Mahalaxmi Chambers, 22 Bhulabhai Desai Road, Mumbai 400 026 E: [email protected]

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Glenmark Pharmaceuticals Limited

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 – 400099. Phone No: +91 22 4018 9999; Fax No.: +91 22 4018 9986 CIN: L24299MH1977PLC019982 Website: www.glenmarkpharma.com; Email: [email protected]

Notice of Postal Ballot

(Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014)

Notice is hereby given to the Members of Glenmark Pharmaceuticals Limited (‘the Company’), pursuant to Sections 108 and 110 of the Companies Act, 2013 (‘the Act’) read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014 as amended (‘Management and Administration Rules’) read with the General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 22/2020 dated 15[th] June, 2020, 33/2020 dated 28[th] September, 2020, 39/2020 dated 31[st] December, 2020, 10/2021 dated 23[rd] June, 2021, 20/2021 dated 8[th] December, 2021, 3/2022 dated 5[th] May, 2022 and 10/2022 dated 28[th] December 2022 issued by the Ministry of Corporate Affairs (‘MCA Circulars’) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations’) and other applicable provisions of the Act, Rules, Circulars and Notifications issued thereunder (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), that the Special Resolution as set out in this Notice is proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting through electronic means only (‘remote e-voting’).

As per the MCA Circulars and SEBI Circulars, the Company is sending Postal Ballot Notice along with e-voting instructions (the “Notice”) only by way of e-mail to all its Members who have registered their email addresses with the Company or depository(ies)/ depository participants and the communication of assent / dissent of the Members on the Resolution proposed in the Notice will only take place through the remote e-voting system. This Notice is accordingly being issued to the Members in compliance with the MCA Circulars. A detailed explanatory statement setting out the material facts concerning the Resolution and instructions for remote e-voting are also annexed to this Notice for your consideration.

SPECIAL BUSINESS:

  1. Appointment of Mrs. Vijayalakshmi Rajaram Iyer (DIN- 05242960) as Non-Executive - Independent Director of the Company;

To consider and, if thought fit, to pass the following resolution as Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149,150,152,160,161 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV of the Companies Act, 2013 and Regulations 16(1)(b), 25(2A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mrs. Vijayalakshmi Rajaram Iyer (DIN: 05242960), who was appointed as an Additional Director (Non-Executive Independent) of the Company by the Board of Directors of the Company with effect from 10[th] February, 2023, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (Five) consecutive years with effect from 10[th] February, 2023 up to 9[th] February, 2028 (both days inclusive).”

NOTES:

  1. The Explanatory Statement and reasons for the proposed Special Resolution pursuant to Section 102 read with Section 110 of the Act setting out material facts are appended herein below.

  2. The Company has appointed CS Surjan Singh Rauthan, Proprietor of S.S.Rauthan and Associates Company Secretaries (Membership No. 4807, C.P. No. 3233) to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.

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  1. In compliance with the MCA Circulars, the Notice is being sent by electronic mode alone to those Members whose names appear in the Register of Members / List of Beneficial Owners maintained by the Company/Depositories as on Friday, 10[th] March, 2023 and whose e-mail IDs are registered with the Company / Depositories. For Members who have not registered their e-mail IDs, please follow the instructions given under Note No. 11.

  2. As per the MCA Circulars, physical copies of the Notice, postal ballot forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-voting only.

  3. In compliance with provisions of Section 108 and Section 110 and other applicable provisions of the Act read with the Management and Administration Rules, the Company is pleased to offer e-voting facility to all the Members of the Company. For this purpose, the Company has entered into an agreement with M/s. KFin Technologies Limited for facilitating e-voting to enable the Members to cast their votes electronically.

  4. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.glenmarkpharma.com, websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively, and on the website of M/s KFin Technologies Limited at www.kfntech.com.

  5. All the material documents referred in the Explanatory Statement, shall be available for inspection through electronic mode, basis the request being sent on [email protected]. Members who wish to inspect the documents are requested to send an email to [email protected] mentioning their name, Folio no. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

  6. The Notice is being sent to all the Members, whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on Friday, 10[th] March, 2023. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Friday, 10[th] March, 2023, being the cut-off date, are entitled to vote on the Resolution set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.

  7. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, 10[th] March, 2023 being the cut-off date fixed for the purpose.

  8. The voting period will commence on Thursday, 16[th] March, 2023 at 9.00 a.m. and end on Friday, 14[th] April, 2023 at 5.00 p.m. The e-voting module shall be disabled thereafter.

  9. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by sending relevant documents to the RTA at [email protected] in Form ISR-1. Members can download the form available on the Company’s website at www.glenmarkpharma.com Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participants. In case of any queries / difficulties in registering the e-mail address, Members may write to [email protected].

  10. The Scrutinizer will submit his report to the Chairman & Managing Director /Executive Director after completion of the scrutiny and the results of the e-voting will be announced on or before Sunday, 16[th] April, 2023 at the Corporate office of the Company at Glenmark House, B. D. Sawant Marg, Chakala, Off. Western Express Highway, Andheri (E), Mumbai – 400099, India. The Resolution, if passed by requisite majority shall be deemed to have been passed on Friday, 14[th] April, 2023 being the last date specified by the Company for e-voting.

  11. The declared results along with the report of the scrutinizer shall be forwarded to the BSE and NSE and shall be uploaded on the website of the Company i.e. www.glenmarkpharma.com, website of M/s KFin Technologies Ltd. i.e. www.kfntech.com.

  12. The instructions for Members for e-voting are as under:

  13. Voting procedure for Individual shareholders holding securities in Demat:

As per the SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-Voting facility.

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Method of Login individual shareholders holding the securities in demat mode directly from the website of depositories:

NSDL CDSL
1.
User already registered for IDeAS facility:
I.
URL:https://eservices.nsdl.com
II.
Click on the “Benefcial Owner” icon under
‘IDeAS’ section.
III.
On the new page, enter User ID and Password.
Post successful authentication, click on “Access
to e-Voting”.
IV.
Click on company name or e-Voting service
provider and you will be re-directed to e-Voting
service provider website for casting the vote
during the remote e-Voting period.
2.
User not registered for IDeAS e-Services
I.
To register click on link:https://eservices.nsdl.
com
II.
Select “Register Online for IDeAS”
III.
Proceed with completing the required felds.
3.
User not registered for IDeAS e-Services
I.
To register click on link:
https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
ii.
Proceed with completing the required felds.
4.
By visiting the e-Voting website of NSDL
I.
URL:https://www.evoting.nsdl.com/
II.
Click on the icon “Login” which is available under
‘Shareholder/Member’ section.
III.
Enter User ID (i.e. 16-digit demat account
number held with NSDL), Password/OTP and a
Verifcation Code as shown on the screen.
IV.
Post successful authentication, you will be
redirected to NSDL Depository site wherein you
can see e-Voting page.
Click on company name or e-Voting service provider name
and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting
period.
1.
Existing user who have opted for Easi / Easiest
I.
URL:https://web.cdslindia.com/myeasinew/
home/login
II.
Click on New System Myeasi
III.
Login with user id and password.
IV.
Option will be made available to reach e-Voting
page without any further authentication.
V.
Click on e-Voting service provider name to cast
your vote.
2.
User not registered for Easi/Easiest
I.
Option to register is available athttps://
web.cdslindia.com/myeasi/Registration/
EasiRegistration
II.
Proceed with completing the required felds.
3.
By visiting the e-Voting website of CDSL
I.
URL:www.cdslindia.com
II.
Provide demat Account Number and PAN No.
III.
System will authenticate user by sending OTP
on registered Mobile & Email as recorded in the
demat Account.
After successful authentication, user will be provided links
for the respective ESP where the e- Voting is in progress.

Method of Login for individual shareholders holding the securities in demat mode through their depository participants.

Shareholders can also login using the login credentials of their demat account through Depository Participant registered with NSDL/CDSL for e-Voting facility. Once logged in, you will be able to see e-Voting option. Click on e-Voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

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Important Note:

Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at above mentioned website.

For technical Assistance

Members facing any technical issue in login can contact the respective helpdesk by sending a request on the email id’s or contact on the phone no’s provided below:

contact on the phone no’s provided below:
NSDL CDSL
Email:[email protected]
Toll free no.’s: 1800 1020 990
1800 22 44 30
Email :[email protected]
Phone No: 022- 23058738
022-23058542-43

e-Voting procedure for Institutional Shareholders:

In compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108, 110 and other applicable provisions of the Companies Act, 2013 read with the relevant Rules, the Company is pleased to provide e-voting facility to all its shareholders including Institutional Shareholders, to enable them to cast their votes electronically. The Company has engaged the services of M/s KFin Technologies Limited for the purpose of providing e-voting facility to all its members.

  • i. The details of the process and manner for e-voting are given below:

  • a. Initial password is provided in the body of the email.

  • b. Launch internet browser and type the URL: https://evoting.kfntech.com in the address bar.

  • c. Enter the login credentials i.e. User ID and password mentioned in your email. Your Folio No./ DP ID Client ID will be your User ID. However, if you are already registered with M/s KFin Technologies Limited for e-voting, you can use your existing User ID and password for casting your votes.

  • ii. After entering the details appropriately, click on LOGIN.

  • iii. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (09) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • iv. You need to login again with the new credentials.

  • v. On successful login, the system will prompt you to select the EVENT i.e. Glenmark Pharmaceuticals Limited.

  • vi. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, 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’ and/or ‘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.

  • vii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account.

  • viii. 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 voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

  • ix. Corporate/institutional members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/ JPG format) of certified true copy of relevant board resolution/authority letter etc. together with attested specimen signature of the duly authorised signatory (ies) who is/are authorised to vote, to the Scrutinizer through e-mail at [email protected] and [email protected] and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format ‘CLIENT EVENT No.’

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  • x. Members can cast their vote online from Thursday, 16[th] March, 2023 at 9.00 a.m. till Friday, 14[th] April, 2023 at 5.00 p.m. IST. Voting beyond the said date shall not be allowed and the e-voting facility shall be blocked.

  • xi. Members holding shares in dematerialised form who have not updated their email addresses, are hereby requested to contact their Depository Participant for updation of their email id. Members who wish to receive the Postal Ballot Notice electronically are requested to write to the Company at email [email protected].

  • xii. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for members and e-voting user manual available at the ‘download’ section of https://evoting.kfntech.com or call KFin on 1800 309 4001 (toll free).

By order of 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 : 8[th] March, 2023

5

Explanatory Statement pursuant to section 102 of the Companies Act, 2013

The following statement sets out all the material facts relating to the resolution to be passed as mentioned in the accompanying Notice:

Item No. 1:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Mrs. Vijayalakshmi Rajaram Iyer (DIN : 05242960), as an Additional Director (Non- Executive Independent Director) of the Company, to hold office for a term of 5 (Five) consecutive years effective from 10[th] February, 2023 to 9[th] February, 2028, subject to approval of the Members of the Company.

Pursuant to regulation 17(1C) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Mrs. Vijayalakshmi Rajaram Iyer shall hold office up to the date of next Annual General Meeting or for a period of three months from the date of appointment, whichever is earlier. Mrs. Vijayalakshmi Rajaram Iyer is eligible to be appointed as an Independent Director for a term up to (5) five consecutive years. The Company has, in terms of Section 160(1) of the Companies Act, 2013, received a notice in writing from a Member, proposing her candidature for the office of Director. The Company has also received a declaration of independence from Mrs. Vijayalakshmi Rajaram Iyer.

In the opinion of the Board, Mrs. Vijayalakshmi Rajaram Iyer fulfils the conditions as set out in Section 149(6) and Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) for being eligible for her appointment. Mrs. Vijayalakshmi Rajaram Iyer is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given her consent to act as a Director. Further, Mrs. Vijayalakshmi Rajaram Iyer has also confirmed that she is registered with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Brief profile of Mrs. Vijayalakshmi Rajaram Iyer is as under:

Mrs. Vijayalakshmi Rajaram Iyer graduated from M.L. Dahanukar College of Commerce and did her post-graduation from Sydenham College of Commerce, Mumbai. She is also a certified associate of the Indian Institute of Banking and Finance. She has nearly four decades of experience in the banking and finance sector in India. She has served as the chairperson for a number of boards and committees in the financial sector in India including the Banking and Financial Institute Committee of the Federation of Indian Chambers of Commerce and Industry.

She retired as the chairperson and managing director of Bank of India in May 2015 where she played an instrumental role in structuring it as an umbrella institution offering all kinds of banking and financial services. Under her leadership, Bank of India received the ‘Best PSU Bank’ award for overall growth in performance from Dun & Bradstreet and was recognised as the ‘Second Most Trusted Brand among the PSU Banks’ by the Economic Times. She also served as member (finance & investment) at IRDAI from 2015 to 2017 where she played a significant role in the introduction and amendment of various regulations related to, inter alia, finance and accounts, corporate governance, mergers and acquisition, registration of new insurance companies and exposure of management. In her role as member (finance & investment) at IRDAI, her contributions in the field of redefining the regulations and issues related to the Financial Stability Board, the Financial Stability Development Council, the RBI, SEBI and other national and international agencies were significant.

Except Mrs. Vijayalakshmi Rajaram Iyer, being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in the Notice.

The Nomination and Remuneration Committee, taking into consideration her qualifications and the rich experience of nearly four decades in abovementioned areas and the skills, expertise and competencies required for the Board, recommended to the Board the appointment of Mrs. Vijayalakshmi Rajaram Iyer as Non-Executive Independent Director in the interest of the Company. Hence, the Board recommends the Special Resolution as set out in the Notice for approval of Members.

Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India is set out in the Annexure to the Explanatory Statement. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.

By order of 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 : 8[th] March, 2023

6

Annexure

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2).

Standards on General Meetings (SS-2).
Full Name Mrs. Vijayalakshmi Rajaram Iyer
Director Identifcation Number(DIN) 05242960
Date of Birth and Age 1stJune, 1955/ 67years
Nationality Indian
Original Date of Appointment 10thFebruary, 2023 as an Additional Non-Executive Independent Director
Qualifcation
Graduated from M.L. Dahanukar College of Commerce

Post-graduation from Sydenham College of Commerce

Certifed associate of the Indian Institute of Bankingand Finance
Expertise in specifc functional areas and
Experience
Mrs. Vijayalakshmi Rajaram Iyer has nearly four decades of experience in the
banking and fnance sector in India. She has served as the Chairperson for
a number of boards and committees in the fnancial sector in India including
the Banking and Financial Institute Committee of the Federation of Indian
Chambers of Commerce and Industry.
Remunerationproposed to bepaid Entitled to the sittingfees for attendingmeetings of the Board/ Committees.
Remuneration last drawn `1,00,000/-(Sittingfees for attendingBoard Meeting)
Number of Board Meetings attended during FY
2022-23
One (1)
Number of Shares held in the Company Nil
Terms and conditions of appointment Non-Executive Independent Director of the Company, not liable to retire by
rotation and to hold offce for 5 (Five) consecutive years i.e. with effect from
10thFebruary, 2023 to 9thFebruary, 2028
Directorships held in other companies/body
corporates
a.
Computer Age Management Services Limited
b.
Poonawalla Fincorp Limited
c.
Aditya Birla Capital Limited
d.
ICICI Securities Limited
e.
L&T Metro Rail (Hyderabad) Limited
f.
L& T Infrastructure Development Projects Limited
g.
Axis Mutual Fund Trustee Limited
h.
Avanse Financial Services Limited
i.
BFSI Sector skill council of India
j.
CG Power and Industrial Solutions Limited
Membership/ Chairmanship of committees in the
Company
Audit Committee - Member
Member/ Chairperson of committees held in other
Indian companies
Computer Age Management Services Limited

Audit Committee - Member

Nomination & Remuneration Committee - Chairperson

Corporate Social Responsibility Committee - Member

Risk Management Committee - Chairperson

7

Poonawalla Fincorp Limited

Audit Committee - Member

Risk Management Committee - Member

Corporate Social Responsibility Committee - Member
Aditya Birla Capital Limited

Audit Committee - Chairperson

Stakeholder Relationship Committee - Chairperson

Nomination, Remuneration & Compensation Committee - Member

PIT Regulations Committee - Chairperson

IT Strategy Committee - Member
ICICI Securities Limited

Audit Committee - Member

Stakeholder Relationship Committee - Chairperson

Risk Management Committee - Chairperson
L& T Infrastructure Development Projects Limited

Audit Committee - Member
Axis Mutual Fund Trustee Limited

Audit Committee – Chairperson

Risk Management Committee - Member
Avanse Financial Services Limited

Audit Committee - Member

Nomination, Remuneration & Compensation Committee- Chairperson

Risk Management Committee- Member
Names of listed entities from which the director
have resigned in the past 3 (three) years

Religare Enterprises Limited – 5thJanuary, 2023

GIC HousingFinance Limited – 23rdSeptember, 2022
Justifcation for choosing her for appointment as
an Independent Director
Considering her experience, as set out in accompanying explanatory
statement of this Notice at item No. 1
Skills and capabilities required for the role and
the manner in which the Directors meet the
requirements
As set out in accompanying explanatory statement of this Notice at item No. 1
Disclosure of relationships between Directors/
KMP inter-se
Nil



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