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SOLARA ACTIVE PHARMA SCIENCES LIMITED Regulatory Filings 2021

Aug 4, 2021

61842_rns_2021-08-04_686db9e8-dd51-4de2-a0f3-e30ad25cf887.pdf

Regulatory Filings

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August 4, 2021

Dalal Street, Mumbai – 400 001 Bandra (E), Mumbai – 400 051

Scrip Code: 541540 Scrip Code: SOLARA

The BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra-Kurla Complex

Dear Sirs,

Sub: Outcome of Board Meeting

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we wish to inform that at the meeting of Board of Directors held today (August 4, 2021) the Directors has inter-alia amongst other subject approved the following:

  • Appointment of Mr. Aditya Puri (DIN: 00062650) as Additional / Independent Director and Chairman of the Company with effect from August 4, 2021.
  • Appointment of Mr. Arun Kumar Pillai (DIN: 00084845) as Additional / Non- Executive Director of the Company with effect from August 4, 2021.
  • Appointment of Mr. Rajender Juvvadi Rao (DIN: 00083540) as Additional / Executive Director & Vice Chairman of the Company with effect from August 4, 2021.
  • Appointment of Mr. Kartheek Chintalapati Raju (DIN: 02921819) as Additional / Non-Executive Director of the Company with effect from August 4, 2021.
  • Appointment of Ms. Vineeta Rai (DIN: 07013113) as Independent Director of the Company subject to approval of Shareholders.
  • Resignation of Mr. Deepak Calian Vaidya (DIN: 00337276) as Non-Executive Director / Chairman of the Company with effect from August 4, 2021.
  • Resignation of Mr. Ronald Tjeerd De Vries (DIN: 08265610) as Independent Director of the Company with effect from August 4, 2021. Further, the Company has received confirmation from Mr. Ronald Tjeerd De Vries that there are no other material reasons for his resignation

other that those which is provided in the resignation letter dated August 04, 2021. The said confirmation received is enclosed as Annexure B.

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 for the appointed / resigned Directors are attached as Annexure A.

We request you to take the same on record.

Thanking you, Yours faithfully,

For Solara Active Pharma Sciences Limited

S. Murali Krishna Company Secretary

Annexure A

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

1. Appointment of Mr. Aditya Puri.

No. Particulars Remarks
1. Name Aditya Puri (DIN 00062650)
2. Reason
for
change
viz.,		 Mr. Aditya Puri, is appointed as Additional /
appointment or otherwise Independent Director and Chairman of the Company
with effect from August 4, 2021.
3. Date
of
Appointment
and		 The Board of Directors of the Company has given it
term of Appointment consent for appointment as Independent Director
and Chairman
of the Company based on the
recommendation of Nomination & Remuneration
Committee of the Company w.e.f. August 4, 2021 for
a period of five (5) years, subject to the approval of
shareholders.
4. Brief Profile Recognized as a stalwart of the Indian banking and
financial services industry, Mr. Puri was the iconic
Founder-Managing Director and Chief Executive
Officer of HDFC Bank from its inception in 1994 until
his retirement from the position in October 2020,
earning the distinction of having been the longest
serving head of a private bank in India.
Under his stewardship, the publicly traded bank
scaled great heights to become India's largest
private sector lender by assets, India's most valuable
bank by market
capitalization and India's most
valuable brand for the sixth consecutive year in 2019.
Not
only
was
Mr.
Puri's
visionary
leadership
instrumental in HDFC Bank's outstanding growth
and value creation for all stakeholders, but it also led
the way for several firsts and milestones for Indian
private sector banking as a whole.
Prior to setting up HDFC Bank, he was Chief
Executive Officer of Citibank Malaysia with nearly
two decades of overall banking experience across
markets with Citibank. Mr. Puri has been conferred
with several prestigious awards, accolades and titles

for his exceptional contribution to Indian industry,
including successive appearances in Barron's world's
30 best CEOs lists.
Mr.
Puri
was
inducted
into
the
Chartered
Accountants Hall of Fame by the Institute of
Chartered Accountants of India (ICAI), becoming the
first member of ICAI to be honored with this award.
A
profile
by
the
Economist
in
October
2020
describing him as the world's best banker only
further underscored Mr. Puri's towering international
reputation.
He is also a Director on the Board of the following
Companies: -
•
SALISBURY INVESTMENTS PRIVATE LIMITED
•
STELIS BIOPHARMA LIMITED
5. Disclosure
of
relationship
between directors		 •
API HOLDINGS PRIVATE LIMITED
Nil
6. Information
as
required
under
Circular
No.
LIST/COMP/14/2018-19
and
NSE/CML/2018/02 dated June
20, 2018 issued by the BSE and
NSE, respectively.		 Mr. Aditya Puri is not debarred from holding office
of a Director by virtue of any SEBI Order or any other
such authority.

Batra Centre No. 28. Sardar Patel Road. Post Box 2630 Guindy. Chennai - 600 032. India Tel : +91 44 43446700. 22207500 Fax : +91 44 22350278 E-mail : [email protected] www.solara.co.in

No. Particulars Remarks
1. Name Mr. Arun Kumar Pillai (Arun)
(DIN 00084845)
2. Reason
for
change
viz.,
appointment or otherwise		 Arun is appointed as Additional / Non- Executive
Director of the Company with effect from August 4,
2021, subject to the approval of shareholders.
3. Date
of
Appointment
and
term of Appointment		 Date of Appointment: August 4, 2021
Term of Appointment:
The Board of Directors has given its consent for
appointment as Additional / Non- Executive Director
of
the
Company
on
the
recommendation
of
Nomination & Remuneration Committee of the
Company to hold office as Additional Director upto
the
date
of
ensuing
General
Meeting
of
the
4. Brief Profile Company.
Arun Kumar is a first-generation entrepreneur and is
known for his intellect of picking "difficult
to
operate" domains with high scarcity value. He
founded Strides Pharma Science Limited (Strides) in
1990 and has since led the company in building a
global reputation with a differentiated business
model and delivering value for its stakeholders (Over
\$5.0 billion value creation for shareholders
while
holding the corporate record for the most extensive
dividend distribution in India).
Besides founding Strides, Arun's family office (Setup
in the early 2000s) run a
differentiated set of
investments spread across several companies with a
combined revenue base over a billion dollars and an
invested capital over half a billion dollars.
Arun is credited to have co-founded and built India's
largest fully integrated Animal Health Company -
SeQuent (recently sold to Carlyle) and founded &
built Solara to become India's second largest Active
Pharmaceutical Ingredient (API) in under four years.
In
partnership
with
TPG,
Arun
founded
Stelis
Biopharmaceuticals and Steriscence a
speaciality
injectable platform. Stelis Biopharmaceuticals is a

2. Appointment of Mr. Arun Kumar Pillai.

fully
integrated
CDMO
with
capabilities
in
Mammalian, Microbial and Viral Vector vaccines and
has recently
invested in mRNA & DNA platform
technologies. .
The businesses run under Arun's leadership /
ownership have a presence in 100+ countries with
7000+ employees with over 30 global manufacturing
facilities.
Arun is a recipient of E&Y Entrepreneur of the year
award in the Healthcare sector in 2000. He has also
been awarded the Business Today "India Best CEO
Award (Mid- Sized Companies Category)" and the
"Best CEO in the Pharma & Healthcare Industry" in
2014. Hailing from Kerala and brought up in Ooty,
Arun graduated in Commerce and began his career
in 1981 at the exports department of Bombay Drug
House
Limited, one of the earliest exporters of
pharmaceuticals
products
from
India.
He
later
worked as General Manager-Exports with British
Pharmaceuticals Limited, a Mumbai based Company.
He is also a Director on the Board of the following
Companies: -
•
STRIDES PHARMA SCIENCE LIMITED
•
STELIS BIOPHARMA LIMITED
5. Disclosure
of
relationship
between directors		 Nil
6. Information
as
required
under
Circular
No.
LIST/COMP/14/2018-19
and
NSE/CML/2018/02 dated June
20, 2018 issued by the BSE and
NSE, respectively.		 Mr. Arun Kumar is not debarred from holding office
of a Director by virtue of any SEBI Order or any other
such authority.

Batra Centre No. 28. Sardar Patel Road. Post Box 2630 Guindy. Chennai - 600 032. India Tel : +91 44 43446700. 22207500 Fax : +91 44 22350278 E-mail : [email protected] www.solara.co.in

No. Particulars Remarks
1. Name Mr. Rajender Juvvadi Rao (Raj)
(DIN 00083540)
2. Reason
for
change
viz.,		 Raj is appointed as Additional / Executive Director &
appointment or otherwise Vice Chairman
of the Company with effect from
August
4,
2021,
subject
to
the
approval
of
shareholders.
3. Date
of
Appointment
and
term of Appointment		 Date of Appointment: August 4, 2021
Term of Appointment:
The Board of Directors has given its consent for
appointment as Additional / Executive Director &
Vice
Chairman
of
the
Company
on
the
recommendation of Nomination & Remuneration
Committee of the Company to hold office as
Additional Director upto the date of ensuing General
Meeting of the Company
4. Brief Profile Academic Qualifications:
Mechanical Engineering from Osmania University
1988. PGDIT from Indian Institute of Foreign Trade
(IIFT) New Delhi 1992.
Commenced
Professional
career
with
Reliance
Industries Ltd handling exports of Liquids.
1996-1998 Nicholas Piramal Ltd: Joined as the first
Employee for Nicholas Piramal. Started Pharma
trading
business
and
later
co-founded
"ra
chempharma" in 2003 and acquired a loss making
company. Transformed the loss making acquisition
into a viable profit making unit within a span of two
years. Envisioned an integrated vertical model as the
essence of success and value creation in pharma – a
move that initiated a series of acquisitions and
amalgamations. This resulted in creation of an API,
FDF and a Bio analytical and bio equivalence study
facility completing the vertical integration. Focus on
organic
growth
thereafter
led
to
business
consolidation and building of teams of integrity,
competencies and abilities. The three divisions put
together had around 1000 employees. The product
identification
and
selection,
developing
niche

3. Appointment of Mr. Rajender Juvvadi Rao.

products under API and FDF and bringing in vertical
integration into certain products have been the key
strengths that Raj has brought to fore in driving Ra
Chem into the entity that it had evolved into. Ra
Chem faced multiple regulatory audits from USFDA,
UK MHRA, European authorities across all the three
divisions and the teams had reached a state of
preparedness
that
enables
practicing
highest
standards of manufacturing and record keeping that
enables Audit readiness on an
ongoing basis. A
widely dispersed shareholding led to a decision to
sell majority stake in "ra chem" to Microlabs,
Bengaluru towards end of 2016 that enabled him to
venture into and create a new entity Aurore Life
Sciences Pvt Ltd – a pure play API Player.
Within Four years of its journey, Aurore has reached
Revenues of about INR 550 crores with a healthy
bottom
line
and
has
created
manufacturing
capacities of 800 KL.
Aurore is poised for an
aggressive growth with the backing of a very
competitive team including a strong R&D team.
He is also a Director on the Board of the following
Companies: -
•
Aurore Life Sciences Private Limited
•
Aurore Pharmaceuticals Private Limited
•
R. A. Labels and Stickers Private Limited
5. Disclosure
of
relationship
between directors		 Nil
6. Information
as
required
under
Circular
No.
LIST/COMP/14/2018-19
and
NSE/CML/2018/02 dated June
20, 2018 issued by the BSE and
NSE, respectively.		 Mr. Rajender Juvvadi Rao, is not debarred from
holding office of a Director by virtue of any SEBI
Order or any other such authority.

Solara Active Pharma Sciences Limited Batra Centre No. 28. Sardar Patel Road. Post Box 2630 Guindy. Chennai - 600 032. India Tel : +91 44 43446700. 22207500 Fax : +91 44 22350278 E-mail : [email protected] www.solara.co.in

4. Appointment of Mr. Kartheek Chintalapati Raju.

No. Particulars Remarks
1. Name Mr. Kartheek Chintalapati Raju (Kartheek)
(DIN 02921819)
2. Reason
for
change
viz.,		 Kartheek is appointed as Additional / Non- Executive
appointment or otherwise Director of the Company with effect from August 4,
2021, subject to the approval of shareholders.
3. Date
of
Appointment
and		 Date of Appointment: August 4, 2021
term of Appointment
Term of Appointment:
The Board of Directors has given its consent for
appointment as Additional / Non- Executive Director
of
the
Company
on
the
recommendation
of
Nomination & Remuneration Committee of the
Company to hold office as Additional Director upto
the
date
of
ensuing
General
Meeting
of
the
Company .
4. Brief Profile Mr. Kartheek has over ten years of experience in
Investment and Consulting. At iLabs, he focuses on
investments across Pharma, Power, and Commercial
Real Estate sectors.
He is passionate about identifying opportunities and
has worked closely with the Founders in scaling up
the operations and putting the companies on a
higher growth trajectory. Under Special Situations
Platform of iLabs, Kartheek has played a pivotal role
in acquiring distressed assets in Power, Pharma, Real
Estate and Defence sectors, and worked with the
Management in transforming them into profitable
ventures.
Kartheek
holds
a
Bachelor
of
Business
Administration Degree in Economics, Accounts and
Finance from Claremont McKenna College. Prior to
iLabs Group, Kartheek was a Business Analyst at
McKinsey & Company's Dubai Office.
He is also a Director on the Board of the following
Company: -
•
Aurore Pharmaceuticals Private Limited
5. Disclosure
of
relationship		 Nil
between directors

6. Information as required Mr. Kartheek Chintalapati Raju, is not debarred from
under Circular No. holding office of a Director by virtue of any SEBI
LIST/COMP/14/2018-19 and Order or any other such authority.
NSE/CML/2018/02 dated June
20, 2018 issued by the BSE and
NSE, respectively.
No. Particulars Remarks
1. Name Ms. Vineeta Rai (DIN: 07013113)
2. Reason
for
change
viz.,
appointment or otherwise		 Ms. Vineeta Rai will be appointed as Independent
Director of the Company subject to approval of
Shareholders.
3. Date
of
Appointment
and
term of Appointment		 The Board of Directors has given its consent for her
appointment
as
Independent
Director
of
the
Company
based
on
the
recommendation
of
Nomination & Remuneration
Committee of the
Company, subject to the approval of shareholders.
Ms. Vineeta Rai is 76 years old and in terms of
Regulation 17(1A) of SEBI LODR, 2015, shareholders
approval by way of special resolution is required to
appoint any person as non-executive director who
has attained the age of seventy five years.
The Company will shortly be seeking shareholders
approval
for
the
said
appointment
and
the
appointment will be made effective after receipt of
shareholders approval.
4. Brief Profile Ms. Vineeta Rai is a former IAS Officer and Revenue
Secretary in the Government of India.
Vineeta holds a B.A. (Hons) degree in History from
Delhi University, B.A. (American History and Politics)
from Brandeis University, USA and a visiting Fellow
in Public Administration at Queen Elizabeth House,
Oxford University. She was voted as one of the 25
Most Powerful Women in business in India in 2004.

5. Proposed Appointment of Ms. Vineeta Rai

Vineeta
has
extensive
experience
in
Public
Administration, particularly in the fields of Health
Administration and Finance with work experience in
the
Ministry
of
Health
and
Family
Welfare,
Government of India which interalia included Drugs
and
Prevention
of
Food
Adulteration
and
as
Secretary Banking, Insurance and Revenue in the
Ministry of Finance, Government of India. She also
served as a Director on the boards of several Banks
and Insurance Companies.
An Officer of the 1968 IAS batch of the Union
Territories cadre, Vineeta was is the first woman to
hold the post of Revenue Secretary in the Ministry of
Finance.
Vineeta was appointed by WHO as a
member of the Global Vaccine Initiative during the
period 1990 to Oct 1993. She was also the Mission
Director for Immunisation during this period.
Vineeta did a five-year stint with the UNFPA from
Nov 1993 to March 1999 as the Regional Advisor for
Gender Population and Development for South and
Central Asia, Iran and Afghanistan.
Post retirement, Vineeta Rai was appointed Member
Secretary of the Second Administrative Reforms
Commission and thereafter member of the National
consumer Disputes Redressal Commission (during
2010 to 2014).
She is also a Director on the Board of the following
Companies: -
•
INDRAPRASTHA MEDICAL CORPORATION
LIMITED
•
STELIS BIOPHARMA LIMITED
5. Disclosure
of
relationship		 Nil
6. between directors
Information
as
required
under
Circular
No.
LIST/COMP/14/2018-19
and
NSE/CML/2018/02 dated June
20, 2018 issued by the BSE and
NSE, respectively.		 Ms. Vineeta Rai, is not debarred from holding office
of a Director by virtue of any SEBI Order or any other
such authority.

Solara Active Pharma Sciences Limited Batra Centre No. 28. Sardar Patel Road. Post Box 2630 Guindy. Chennai - 600 032. India Tel : +91 44 43446700. 22207500 Fax : +91 44 22350278 E-mail : [email protected] www.solara.co.in

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

1. Resignation of Mr. Mr. Deepak Calian Vaidya.

No. Particulars Remarks
1. Name Mr. Deepak Calian Vaidya (DIN: 00337276)
2. Reason
for
change
viz.,
appointment, resignation,
or		 Resignation due to preoccupation.
otherwise Mr. Deepak Calian Vaidya has been associated with
the Company since April, 2018.
3. Date
of
Appointment
/
Cessation (as applicable) and
term of Appointment		 August 4, 2021.

2. Resignation of Mr. Ronald Tjeerd De Vries.

No. Particulars Remarks
1. Name Mr. Ronald Tjeerd De Vries (DIN: 08265610)
2. Reason
for
change
viz.,
appointment, resignation,
or		 Resignation due to preoccupation.
otherwise Mr. Ronald Tjeerd De Vries has been associated with
the Company since October, 2018.
3. Date
of
Appointment
/
Cessation (as applicable) and
term of Appointment		 August 4, 2021.

*******

Ronald Tjeerd De Vries (DIN 08265610) No.3, Lisnoe Avenue Mount Eden, Auckland New Zealand – 1024

August 4, 2021.

To: The Board of Directors, Solara Active Pharma Sciences Limited 201, Devavrata, Sector 17, Vasi Navi Mumbai – 400703.

Sub: Resignation from the post of Independent Director of the Company.

Dear Sir,

After having completed a pleasurable and fulfilling 3 years as Independent Director of Solara, I hereby tender my resignation from the Directorship of the Company as part of the board reconstitution process.

Kindly relieve me from the post of Director of the Company, per completion of the final board and audit committee meetings on August 4th 2021.

I would like to take this opportunity to convey my warm thanks to the Board for being there with me as part of the Solara growth Journey and wish the company all the best in its future endeavours.

I hereby confirm that there are no other material reasons other than those provided above.

Thanking you,

Yours sincerely

Ronald Tjeerd De Vries (DIN 08265610)

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