SMS Pharmaceuticals Ltd — Regulatory Filings 2020

Sep 30, 2020

Registered & Corporate Office: Plot No. 72, H. No. 8-2-334/3 & 4, Road No.5, Opp. SBI Executive Enclave, Banjara Hills, Hyderabad - 500 034, Telangana, INDIA. Tel : +91-40-25259999, Fax: +91 -40-25259889 CIN : L24239TG1 987PLC008066 Email : info@smspharma.com, www.smspharma.com

The M anager, List ing Compl iance Departm ent, National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/l, G Block, Bandra-Kurla Compl ex, Bandra (E), Mumbai - 400 051.

Symbol : SMSPHARMA

Date: 30th September, 2020

To, The Manager, Corporate Fi li ngs Department, Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001

Security Code: 532815

Dear Sir / Madam,

Sub: Sum mary of proceed ings of 32nd Annual General Meeting (AGM) of t he Company - Regu lation 30 of SEBI (Listing Obligations and Disclosure Req uirements) Regulation s, 2015.

In terms of the General Circular dated 5th May, 2020 read with General Circulars dated 8th April, 2020 and 13th April, issued by the Ministry of Corporate Affairs (MCA) and in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the 32nd Annual Genera l M eeting (AGM) of the Compa ny was held on Wednesday, 30th September, 2020 at 09.00 AM via Video Conference (VCl, to transact the business as stated in the Notice dated t h Septem ber, 2020, convening the AGM .

In this regard, please find enclosed the Summary of proceedings of the AGM as per the requirement of Regu lation 30 - Para A of Part A of Schedule III of the Listing Regu lations.

We request you to kindly take the same on record

Thanking you,

You rs fa ithfu Ily, Fo ceuticalS Limited

V S Venkatish Company Secretary

Encl : a/a

Summary of the proceedings of 32nd Annual General Meeting

The 32nd Annual General Meeting (AGM) of the Members of SMS Pharmaceuticals Limited (the Company) was held on Wednesday, the 30th September, 2020 at 09.00 AM and concluded at 09.44 AM via Video conferencing. The Company, while conducting the Meeting, adhered to the circulars issued by the Ministry of Corporate Affairs (MCA), the SEBI and other social distancing norms in view of the outbreak of Covid-19 pandemic.

The Company Secretary welcomed the Members to the Meeting and briefed them on certain points relating to the participation at the Meeting through vc.

Mr. Ramesh Babu Potluri, Chairman and Managing Director of the Board chaired the Meeting. The Chairman declared that as the requisite quorum being present, the meeting was called to order. Since there was no physical attendance of Members and in compliance with the Circulars issued by MCA and SEBI, the requirement of appointing proxies was not applicable.

SI.	Name of the Director	Designation	Mode of attending
No.			the Meeting
1	Mr. Ramesh Babu Potluri	Chairman & Managing Director	Physically present at the registered office and participated through VC
2	Mr. TVVSN Murthy	Director	VC from Hyderabad
3	Mr. P. Sarath Kumar	Independent Director & Chairman of Stakeholders Relationship Committee Meeting	Physically present at the registered office and participated through VC
4	Mr. Shravan Kudaravalli	Independent of Director & Chairman Audit Committee	Physically present at the registered office and pa rtici pated through VC
5	Mr. Vamsi Krishna Potluri	Executive Director	Physically present at the registered office and pa rticipated through VC
6	Mr. Sarvepalli Srinivas	Independent Director	VC from Noida
7	Dr. Mrs. T. Neelaveni	of Independent Director & Chairman Nomination and Remuneration Committee	VC from Hyderabad
8	Mr. T. Lakshminarayana	Chief Financial Officer	Physically present at the registered office and participated through VC
9	Mr. V S Venkatish	Company Secretary	Physically present at the registered office and pa rtici pated through VC

Following Directors of the Company attended the Meeting through video conference:

Statutory Auditors and Scrutinizer

			-- ~-
SI.	of Name the	Designation	Mode of attending
No.	Director		the Meeting
1	Mr. Nagendra V	Statutory Auditor of Mis Suryanarayana	VC from Hyderabad
		& Suresh Chartred Accountants
2	Mr. A.	Internal Auditor of Mis Adusumilli and	VC from Hyderabad
	Venkateswara Rao	Associates
3	Mr. C. Sudhir Babu	Company Mis Associates, CSB	VC from Hyderabad
		Secretaries, Scrutinizer	--

With the consent of the Shareholders, the Notice convening the AGM was taken as read.

The Chairman made his opening remarks with respect to the Industry scenario, growth outlook, operations of the Company and response to Covid-19.

The Company Secretary informed the Members that the Company has provided its members the facility to cast their vote electronically through the Central Depository Services Limited (CDSL) system before the Meeting. He further informed that the remote e-voting facility was also made available during the AGM for the benefit of the Members who were present during the Meeting and had not cast their votes earlier through remote e-voting.

The Chairman informed the Members that Mr.C.Sudhir Babu, Practicing Company Secretary (Membership No; FCS 7666), Proprietor of Mis CSB Associates, Company Secretaries, was the Scrutinizer appointed by the Board to scrutinize the e-voting process during the meeting and through remote e-voting, in a fair and transparent manner.

The Chairman then invited the Members to express their views, give suggestions and make enquiries on the operations and financial performance of the Company and related matters. The members were given an opportunity to speak in the order in which they had registered their names. The Chairman then responded to all the queries raised and clarifications sought by the members.

The following items of business were transacted at the meetings:

ORDINARY BUSINESS:

1. Consideration and adoption of:

a. the Audited Standalone Financial Statement of the Company for the financial year ended 31st March, 2020, together with the Reports of the Board of Directors and the Statutory Auditors thereon; and

b. the Audited Consolidated Financial Statement of the Company for the Financial Year ended 31st March, 2020, together with the Report of the Statutory Auditors thereon;

• 1. to get confirmation for the Interim Dividend paid during the Financial Year 2019-20
• 1. To re-appointment of Mr. TVVSN Murthy (DIN: 00465198) who retires by rotation and being eligible, offers himself for re-appointment as Director.

SPECIAL BUSINESS:

• 1. Appointment of Mr. Vamsi Krish na (DIN: 06956498) as a Director.
• 1. Appointment of Mr. Vamsi Krishna Potlu ri (DIN: 06956498) as Whole Time Director des ignated as Executive Director.
• 1. Ra tification of t he related party contracts / arrangements / tra nsactions of t he Company.
• 1. Ratification of Rem uneration payable to t he cost Auditor for the financial year ending 2020-2 1.

The Chairman authorized Mr. V S Venkatish, Company Secreta ry t o accept and countersign t he Scrutinizer's Report and decl are the consolidated e-voting results on receipt of t he scrutinizer's report. He inform ed the members that the combined results of the remote evot ing as well as e-voting during the AGM would be announced within 48 hours of the conclusion of t he Meeting and t he results along with t he Scrutinizer's report would be int imat ed to the Stock Exchanges in t erms of Listing Regulations and would be placed on the websit e of the Company.

The Chairman then thanked the members for their continued support and for attending and participating in the meeting. He also thanked the Directors for joining the Meeting virtually. The e-voting facility was kept open for another 15 minutes from the conclusion of the meeting to enable the members to ca st their vote, who have not voted in the remote evoting.

This is for your information and records

Thanking you

Yours faithfully ceutical ^SLimited

V.S, Venkatish Company Secretary