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Granules India Ltd. — Proxy Solicitation & Information Statement 2022
Jan 24, 2022
60224_rns_2022-01-24_5a8cdd6e-70c5-4dcc-8471-0132cb32a8dd.pdf
Proxy Solicitation & Information Statement
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REGISTERED OFFICE
GRANULES INDIA LTD., 2nd Floor, 3rd Block, My Home Hub, Madhapur, Hyderabad – 500 081, Telangana, INDIA. Tel: +91 40 69043500, Fax: +91 40 23115145, [email protected], www.granulesindia.com CIN: L24110TG1991PLC012471
Date: January 24, 2022
To, National Stock Exchange of India Limited BSE Limited Symbol: NSE: GRANULES; BSE: 532482
Dear Sir,
Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR")
Notice pursuant to Section 110 of the Companies Act, 2013 along with explanatory statement is being sent to the shareholders for passing of the following resolutions through electronic voting:
- To appoint Dr. Saumen Chakraborty (DIN: 06471520), as Non-Executive Independent Director of the Company for initial term of 5(five) years.
- To appoint Mrs. Sucharita Rao Palepu (DIN: 07807717), as Non-Executive Independent Director of the Company for initial term of 5(five) years.
- To appoint Dr. Kandiraju Venkata Sitaram Rao (DIN:08874100), as Executive Director of the Company for a term of 5(five) years and to designate him as Joint Managing Director and Chief Executive Officer (CEO).
The Company has engaged the services of M/s. KFin Technologies Private Limited for providing the e- voting facility to all the holders of Equity Shares and appointed Mr. Dhanunjaya Kumar Alla, Practicing Chartered Accountant, as the scrutinizer for the e-voting on the Postal Ballot in a fair and transparent manner. Notice of Postal Ballot is enclosed herewith for your information and records. Further, please find below the schedule of events for postal ballot:
| Sl. No | Activity | Date |
|---|---|---|
| 1. | Cut off-date/ Benpos date for sending notice to the shareholders | 21.01.2022 |
| 2. | Voting start date | 26.01.2022 |
| 3. | Voting end date | 24.02.2022 |
| 4. | Scrutinizers report | 25.02.2022 |
| 5. | Declaration of results | 25.02.2022 |
Thanking you, Yours sincerely, For GRANULES INDIA LIMITED
CHAITANYA TUMMALA (COMPANY SECRETARY & COMPLIANCE OFFICER)

Granules India Limited
(CIN: L24110TG1991PLC012471)
Regd. Office: 2nd Floor, 3rd Block, My Home Hub, Madhapur, Hyderabad - 500 081 (TS)
Web: www.granulesindia.com, Email: [email protected] , Tel: +91-40- 69043500.
POSTAL BALLOT NOTICE
Dear Members,
Notice pursuant to Section 110 of the Companies Act, 2013
Notice is hereby given to the Members of Granules India Limited ('the Company'), pursuant to Section 108 and 110 of the Companies Act, 2013 ('the Act') read with Rule 20 and Rule 22 of Companies (Management & Administration) Rules, 2014 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), read with General Circulars No.14/2020 dated April 08, 2020, No. 17/2020 dated April 13, 2020, No.22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No.10/2021 dated June 23, 2021 and No.20/2021 dated December 08, 2021 issued by the Ministry of Corporate Affairs (the 'MCA Circulars') that the resolutions as set out in this Notice are proposed for consideration by the Members of the Company for passing through electronic voting ('e-voting') only.
In terms of the MCA Circulars, the Companies are advised to take all decisions requiring Members' approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot/ E-voting in accordance with the provisions of the Companies Act and Rules made thereunder, without holding a general meeting that requires physical presence of Members at a common venue. Further, the Company will send Postal Ballot Notice only by e-mail to all its members who have registered their e-mail addresses with the Company, Registrars and Transfer Agents or Depository/ Depository Participants and the communication of assent/ dissent of the Members will only take place through the e-voting system. This Postal Ballot is accordingly being initiated in compliance with the above MCA Circulars.
In compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot.
Members are requested to peruse the following proposed resolutions along with the explanatory statement and thereafter record their assent or dissent by means of e-voting system only, provided by the Company.
SPECIAL BUSINESS
ITEM NO.1:
To appoint Dr. Saumen Chakraborty (DIN: 06471520), as Non-Executive Independent Director of the Company for initial term of 5 (five) years pursuant to provisions of Section 149, 150 and 152 of the Companies Act, 2013 and in this regard to consider and if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder, read with Schedule IV of the Act and Regulation 16 (1)(b), 25 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any statutory modification(s) or re-enactment thereof for the time being in force, Dr. Saumen Chakraborty (DIN:06471520), who

was appointed as an Additional Director of the Company with effect from December 13, 2021 pursuant to Section 161 of the Act and Article 87 of the Articles of Association of the Company and who has submitted a declaration that he meets the criteria of Independence as provided under the Act and the Listing Regulations, be and is hereby appointed as Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for initial term of 5 (five) consecutive years from December 13, 2021 to December 12, 2026."
ITEM NO.2:
To appoint Mrs. Sucharita Rao Palepu (DIN: 07807717), as Non-Executive Independent Director of the Company for initial term of 5 (five) years pursuant to provisions of Section 149, 150 and 152 of the Companies Act, 2013 and in this regard to consider and if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder, read with Schedule IV of the Act and Regulation 16(1)(B), 25 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any statutory modification(s) or re-enactment thereof for the time being in force, Mrs. Sucharita Rao Palepu (DIN: 07807717), who was appointed as an Additional Director of the Company with effect from December 22, 2021, pursuant to Section 161 of the Act and Article 87 of the Articles of Association of the Company and who has submitted a declaration that she meets the criteria of Independence as provided under the Act and the Listing Regulations, be and is hereby appointed as Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for initial term of 5 (five) consecutive years from December 22, 2021 to December 21, 2026."
ITEM NO.3:
To appoint Dr. Kandiraju Venkata Sitaram Rao (DIN:08874100), as Executive Director of the Company for a term of 5 (five) years and to designate him as Joint Managing Director and Chief Executive Officer (CEO) pursuant to provisions of Section 196, 197 and 203 of the Companies Act, 2013 and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.
"RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the members of the Company be and is hereby accorded to appoint Dr. Kandiraju Venkata Sitaram Rao (DIN:08874100), who was appointed as an Additional Director of the Company with effect from January 05, 2022, as Executive Director for a period of 5 (five) years from January 05, 2022 to January 04, 2027 and to designate him as Joint Managing Director and Chief Executive Officer (CEO) of the Company on the terms and conditions including remuneration as set out below subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification or re-enactment thereof;
Terms and Conditions:
A. Salary:
- i) Fixed Pay: Rs. 6,00,00,000 (Rupees Six Crores Only) Per annum.
- ii) Target Variable Pay: Rs. 3,50,00,000 (Rupees three Crore Fifty Lakhs only) per annum. The actual amount will vary based on the performance against agreed targets.
B. Perquisites:
In addition to the above, the following perquisites will be paid:
- i) House Rent Allowance: Rs. 50,00,000 (Rupees Fifty Lakhs Only) per annum will be paid as House Rent Allowance in lieu of Company provided accommodation.
- ii) Car for Company's business: Company car will be provided for business purpose.
- iii) Reimbursement of Driver's Salary: Driver's salary up to an amount of Rs. 4,20,000 (Rupees Four Lakhs Twenty Thousand Only) per annum will be reimbursed.
- iv) Corporate Club: Annual membership fees for one identified Corporate Club will be borne by the Company.
- v) Personal Accident Insurance Premium: Reimbursement of insurance premium for coverage under Personal Accident for a sum assured of Rs. 10,00,00,000 (Rupees Ten Crores Only) for self will be borne by the Company or will be reimbursed.
-
vi) Term Life Insurance Premium: Reimbursement of insurance premium for coverage under Term Life for a sum assured of Rs. 10,00,00,000 (Rupees Ten Crores Only) for self will be borne by the Company or will be reimbursed.
-
vii) Medical Insurance: Reimbursement of premium for medical insurance policy for self and dependents for a sum insured of Rs. 10,00,000 (Rupees Ten Lakhs Only) will be borne by the Company or will be reimbursed.
- viii) Other allowances / benefits & perquisites: Any other allowances, benefits and perquisites as per the rules applicable to the Senior Executives of the Company and / or which may become applicable in the future and / or any other allowance, perquisites as the Board may approve from time to time.
C. Others:
- i). Leave Encashment: Leave Encashment of Earned Leaves will be as per the policy of the Company.
- ii). Gratuity: Gratuity and / or contribution to the Gratuity Fund of the Company as per the policy of the Company.
iii). General terms: As applicable to the employees of the Company.
"RESOLVED FURTHER THAT in the event of any loss or inadequacy of profits in any financial year during his tenure, the Company shall pay to Dr. Kandiraju Venkata Sitaram Rao, the remuneration by way of salary, perquisites or any other allowances as specified above and in accordance with the limits specified under Section II of Part II of Schedule V of the Companies Act, 2013 or such other limits as may be prescribed by the Government from time to time in this regard, as minimum remuneration."
By order of the Board of Directors
Hyderabad, January 03, 2022 Company Secretary
Chaitanya Tummala
NOTES:
-
- The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out all material facts of the businesses specified above is annexed here to.
-
- The Company has appointed Mr. Dhanunjaya Kumar Alla, Practicing Chartered Accountant, to act as the Scrutinizer, for conducting the remote e-voting process, in a fair and transparent manner.
-
- In Compliance with the aforesaid MCA Circulars and Circulars issued by SEBI in this regard, Notice of the Postal Ballot is being sent only through electronic mode to those members whose email addresses are registered with the Company or Depository Participant(s). Members may view/download the Postal Ballot Notice available on the Company's website at www.granulesindia.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 M/s. KFin Technologies Private Limited, Registrar and Share Transfer Agent (RTA) at www.kfintech.com .
-
- The Members, whose names appear in the register of members as on Friday, January 21, 2022, being the cut-off date, are entitled to vote on the resolutions set forth in this Notice. In compliance with provisions of Section 110 and other applicable provisions of the Act read with the Companies (Management & Administration) Rules, 2014, the Company is providing e-voting facility to all the Members of the Company. For this purpose, the Company has engaged M/s. KFin Technologies Private Limited, RTA of the Company for facilitating e-voting to enable the Members to cast their votes electronically.
-
- All the material documents referred in Explanatory Statements shall be available for inspection through electronic mode, basis the request being sent by Members on email id: [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.
-
- The voting rights of Members shall be in proportion to their holding in the paid-up equity share capital of the Company as on Friday, January 21, 2022, being the cut-off date fixed for the purpose.
-
- The e-voting period begins at 9.00 am IST on Wednesday, January 26, 2022 and ends at 05.00 pm IST on Thursday,
February 24, 2022. The e-voting module shall be disabled by M/s. KFin Technologies Private Limited for voting thereafter.
-
- The Scrutinizer will submit his report to the Chairman of the Company after completion of the scrutiny and the results of the voting on the resolutions proposed in the Notice of Postal Ballot will be announced on Friday, February 25, 2022 at the Registered Office of the Company. The Resolutions, if passed by requisite majority shall be deemed to have been passed on Thursday, February 24, 2022, being the last date specified by the Company for e-voting.
-
- The declared results along with the report of the scrutinizer shall be forwarded to the BSE Limited and National Stock Exchange Limited and shall be uploaded on the website of the Company at www.granulesindia.com, website of M/s KFin Technologies Private Limited www.evoting.kfintech.com/.
-
- The instructions to Shareholders for e-voting are as under:
- a) Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December, 2020 on "e-voting facility provided by Listed Companies", e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process.
- b) Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e-voting facility.
- c) The Details and the process and manner for remote e-voting are explained herein below:
- Step 1: Access to Depositories e-voting system in case of individual shareholders holding shares in demat mode.
- Step 2: Access to Kfintech e-voting system in case of shareholders holding shares in physical and non individual shareholders in demat mode.
Details on Step 1 are mentioned below:
Login method for remote e-Voting for Individual shareholders holding securities in demat mode
| Type of shareholders | Login Method | ||
|---|---|---|---|
| Individual | 1. User already registered for IDeAS facility: |
||
| Shareholders holding | |||
| securities in demat | i). Visit URL: https://eservices.nsdl.com |
||
| mode with NSDL | ii). Click on the "Beneficial Owner" icon under "Login" 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" or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp |
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| iii). Proceed with completing the required fields. |
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| iv). Follow steps given in points 1 |
|||
| 3. | Alternatively by directly accessing the e-Voting website of NSDL | ||
| Open URL: https://www.evoting.nsdl.com/ | |||
| i). Click on the icon "Login" which is available under 'Shareholder/Member' section. |
|||
| ii). A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. |
|||
| iii) . Post successful authentication, you will requested to select the name of the Company and the e-Voting Service Provider name, i.e. KFintech. |
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| On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during the remote e-Voting period. |
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| Individual | 1. | Existing user who have opted for Easi / Easiest | |
| Shareholders holding securities in demat |
i). Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www.cdslindia.com |
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| mode with CDSL | ii). Click on New System Myeasi |
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| iii). Login with your registered user id and password. |
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| iv). The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting |
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| portal. | |||
| v). Click on e-Voting service provider name to cast your vote. |
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| 2. | User not registered for Easi/Easiest | ||
| i). Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration |
- ii). Proceed with completing the required fields.
- iii). Follow the steps given in point 1
5

| Type of shareholders | Login Method | |||
|---|---|---|---|---|
| 3. | Alternatively, by directly accessing the e-Voting website of CDSL | |||
| i). Visit URL: www.cdslindia.com |
||||
| ii). Provide your demat Account Number and PAN No. |
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| iii). System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. |
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| iv). After successful authentication, user will be provided links for the respective ESP, i.e KFintech where the e- Voting is in progress. |
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| Individual Shareholder login through their |
i). | You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility. |
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| demat accounts / Website of Depository Participant |
ii). | Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. |
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| iii). | Click on options available against Company name or e-Voting service provider – KFintech and you will be redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further authentication. |
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Securities held with | Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free |
| NSDL | no.: 1800 1020 990 and 1800 22 44 30 |
| Securities held with | Please contact CDSL helpdesk by sending a request at [email protected] or contact at |
| CDSL | 022- 23058738 or 022-23058542-43 |
Details on Step 2 are mentioned below:
- II) Login method for e-Voting for shareholders other than Individual's shareholders holding securities in demat mode and shareholders holding securities in physical mode.
- (A) Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
- i. Launch internet browser by typing the URL: https://emeetings.kfintech.com/
- ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID
will be EVEN (E-Voting Event Number) xxxx, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.
- iii. After entering these details appropriately, click on "LOGIN".
- iv. You will now reach 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 (0-9) and a special character (@,#,\$, etc.,). The system will prompt
you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
- v. You need to login again with the new credentials.
- vi. On successful login, the system will prompt you to select the "EVEN" i.e., 'Granules India Limited (Postal Ballot)" and click on "Submit"
- vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
- viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
- ix. 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.
- x. You may then cast your vote by selecting an appropriate option and click on "Submit".
- xi. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, members can login any number of times till they have voted on the Resolution(s).
- xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also
required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to cast its vote through remote e-voting. together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer's email id [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format "Corporate Name_Even No."
- (B) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the, Notice of Postal Ballot and e-voting instructions cannot be serviced, will have to follow the following process:
- i. Members who have not registered their email address and in consequence the Notice of Postal Ballot and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link: https:// karisma.kfintech.com/emailreg. Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to [email protected].
- ii Alternatively, member may send an e-mail request at the email id einward.ris@kfintech. com along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Notice of Postal Ballot and the e-voting instructions.
- iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.
By order of the Board of Directors
Hyderabad, January 03, 2022 Company Secretary
Chaitanya Tummala
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO.1
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Dr. Saumen Chakraborty (DIN:06471520), as an Additional Director categorized as Non-Executive Independent on the Board of the Company, with effect from December 13, 2021 under Section 149, 150 and 152 of the Companies Act, 2013 and Article 87 of the Articles of Association of the Company.
He shall hold office upto the date of next Annual General Meeting of the Company . He is eligible to be appointed as Independent Director for an Initial term of upto (5) five consecutive years. The Company has received notice under Section 160 of the Companies Act, 2013 from Dr. Saumen Chakraborty signifying his candidature as an Independent Director of the Company. The Company has also received a declaration of independence from him.
In the opinion of the Board, he fulfils the conditions as set out in Section 149(6) and Schedule IV of the Companies Act, 2013 and Listing Regulations for being eligible for his appointment. He is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 or by the order of the SEBI or any other authority and he has given his consent to act as a Director.
Dr. Saumen Chakraborty is the founder and Managing Director of Samarjita Management Consultancy Private Limited. He retired as the President and Chief Financial Officer of Dr. Reddy's Laboratories Limited in November, 2020 and served as an Advisor to them for next one year.
He is a Graduate in Physics, Postgraduate in Management from Indian Institute of Management (IIM), Ahmedabad, and an Executive Fellow in Management from Indian School of Business (ISB), Hyderabad. He has undergone several professional development programs from IIMA, ISB, Stanford etc. and from very eminent thought leaders. He has been a speaker in multiple global and national conferences, and academic institutes.
He has over 37 years of experience in the field of both strategic and operational aspects of management. He had played a significant role in the evolution of Dr. Reddy's as a Global Pharmaceutical Company from India while working as CXO over 2 decades in multiple areas ranging from global finance, legal & compliance, digital & process excellence, global HR, global quality, corporate & global generics operations. He also worked at CMC, C-DOT, Eicher and Tecumseh, prior to Dr. Reddy's.
He has been awarded the "India's Best CFO" by IMA in the year 2016 and "India's Best CFO with Exemplary All-Round Performance" in the "5th Annual Business Today — YES Bank BEST CFO Awards", 2014. He was also the recipient of the 'Best Performing CFO in the Healthcare Sector' award for the year 2007 by CNBC TV-18.
Details of Dr. Saumen Chakraborty are provided in the "Annexure" to the Notice.
The Board recommends the resolution to be passed as Special Resolution as set out in Item No.1 of the notice for your approval.
ITEM NO.2
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Mrs. Sucharita Rao Palepu (DIN: 07807717), as an Additional Director categorized as Non-executive Independent on the Board of the Company, with effect from December 22, 2021 under Section 149, 150 and 152 of the Companies Act, 2013 and Article 87 of the Articles of Association of the Company.
She shall hold office upto the date of next Annual General Meeting of the Company. She is eligible to be appointed as Independent Director for a initial term of upto (5) five consecutive years. The Company has received notice under Section 160 of the Companies Act, 2013 from Mrs. Sucharita Rao Palepu signifying her candidature as an Independent Director of the Company. The Company has also received a declaration of independence from her.
In the opinion of the Board, she fulfils the conditions as set out in Section 149(6) and Schedule IV of the Companies Act, 2013 and the Listing Regulations for being eligible for her appointment. She is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 or by the order of the SEBI or any other authority and she has given her consent to act as a Director.
She is a Chartered Accountant and has over 30 years of professional experience in Information Technology and Financial Services Industries. She is currently an Independent Advisor, specializing in Organization & HR Transformation. She was earlier in HR Leadership positions at Tech Mahindra, Infosys and Mahindra Satyam and was also associated with SMIFS Capital Markets & Pennar Paterson Securities. Over her career in HR, she has led several transformation programs and large-scale initiatives that have been recognised across various platforms. She is actively involved in a few NGOs and is also a certified coach. She was awarded the Exemplary Woman in Leadership Award (APAC) in HR Branding Awards 2015-16.
Details of Mrs. Sucharita Rao Palepu are provided in the "Annexure" to the Notice.
The Board recommends the resolution to be passed as Special Resolution as set out in Item No.2 of the notice for your approval.
ITEM NO. 3
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Dr. Kandiraju Venkata Sitaram Rao, the (DIN: 08874100), as an Additional Director categorized as Executive on the Board of the Company and to designate him as Joint Managing Director and Chief Executive Officer (CEO) for a term of 5 (Five) years from January 05, 2022 to January 04, 2027. He shall hold office upto the Next Annual General Meeting or three month from the date of appointment by the Board of Directors whichever is earlier.
Dr. Rao satisfies all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under Section 196(3) of the Act for being eligible for his appointment. He is not disqualified from being appointed as Director in terms of Section 164 of the Act.
He holds a bachelor's degree in Chemical Engineering from Osmania University, Hyderabad and Masters & Ph.D. in Chemical Engineering from Indian Institute of Science, Bangalore.
He has over 29 years of experience in the field of Manufacturing, R&D, Business Development and Customer Service Management. Prior to Granules, Dr. Rao worked as the Executive Director & CEO for CSM Business of PI Industries Limited. He played significant role in Dr. Reddy's while working in various capacities from 2000 to 2018. He also worked with Jubilant Life Sciences and Gujarat Heavy Chemicals Ltd.
He is well known for making high stake business decisions and overcoming complex challenges and is expert at articulating and implementing change while gaining consensus from people with differing agenda. He established innovative business models with eminent team dynamics and instituted good manufacturing and R&D systems. He also built best in class practices in environment, health & safety and nurtured excellent diversity & inclusivity policies. He has strong market knowledge, financial/ analytical skills, customer-oriented approach, industry network at multiple levels, well-grounded principles of governance & ethics.
Details of Dr. Kandiraju Venkata Sitaram Rao are provided in the "Annexure" to the Notice.
The Board recommends the resolution to be passed as an Ordinary Resolution as set out in Item No.3 of the notice for your approval.
ANNEXURE
Profile of Directors seeking appointment.
| Name of the Director | Dr. Saumen Chakraborty | Mrs. Sucharita Rao Palepu | Dr. Kandiraju Venkata Sitaram Rao |
|---|---|---|---|
| Date of Birth | 01.11.1961 | 22.01.1966 | 10.07.1961 |
| Qualification | B.Sc (Hons.), PGDM (IIMA) & EFPM (ISB) |
Chartered Accountant | Masters & Ph.D. in Chemical Engineering. |
| Experience and expertise in specific functional areas |
He has more than 37 years of experience in global finance, HR, quality, corporate & generics operations, legal & compliance, digital and process excellence. |
She has more than 30 years of professional experience in organization & HR transformation initiatives in Information Technology and Financial Services Industries. |
He has more than 29 years of experience in Pharmaceuticals and Chemical Industry in the field of manufacturing, R&D, business development and customer service management. |
| Brief Profile | Provided in Explanatory Statement |
Provided in Explanatory Statement |
Provided in Explanatory Statement |
| Relationship with other Directors and Key Managerial Personnel of the Company. |
None | None | None |
| Nature of appointment (appointment/ reappointment) |
Appointment | Appointment | Appointment |
| Terms and Conditions of appointment/reappointment. |
Not liable to retire by rotation. | Not liable to retire by rotation. | Liable to retire by rotation and terms and conditions of appointment are provided in Item No.3 of the Notice. |
| Remuneration last drawn by such person, if applicable and remunerations sought to be paid. |
N.A. | N.A. | Last drawn: N.A. Sought to be paid: provided in Item No.3 of the Notice. |
| Date of first appointment on the Board. |
December 13, 2021 | December 22, 2021 | January 05, 2022 |
| Number of shares held | Nil | Nil | Nil |
| Directorships of other Boards | i). Krishna Institute of Medical Sciences Limited ii). Samarjita Management Consultancy Private Limited |
Nil | Nil |
| Membership /Chairmanship of Committees of other Boards |
Krishna Institute of Medical Sciences Limited i). Chairman of Audit Committee ii). Member of Risk Management Committee |
Nil | Nil |