Wockhardt Ltd — AGM Information 2020

Aug 27, 2020

==> picture [177 x 49] intentionally omitted <==

27[th] August, 2020

BSE Limited National Stock Exchange of India Limited Corporate Relations Department Exchange Plaza P J Towers, Bandra Kurla Complex, Dalal Street Bandra (E), Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 532300 NSE Symbol: WOCKPHARMA

Dear Sir / Madam,

Sub: Minutes of Annual General Meeting

In furtherance of our intimation dated 4[th] August, 2020 with respect to Disclosure of Voting Results along with the Scrutinizer’s Report, we are pleased to enclose herewith copy of Minutes of Annual General Meeting.

Kindly take the above information on record.

Thanking You,

For Wockhardt Limited

==> picture [120 x 45] intentionally omitted <==

Gajanand Sahu Company Secretary

Encl : As above

==> picture [113 x 49] intentionally omitted <==

==> picture [513 x 32] intentionally omitted <==

MINUTES OF 21[st] ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF WOCKHARDT LIMITED HELD THROUGH VIDEO CONFERENCING (VC)/OTHER AUDIO VISUAL MEANS (OAVM) ON MONDAY, 3[RD] AUGUST, 2020 AT 12:00 NOON. ==================================================================

DIRECTORS PRESENT THROUGH VC:

Dr. H. F. Khorakiwala Executive Chairman Mr. Aman Mehta Independent Director and Chairman of Audit Committee Mr. D. S. Brar Independent Director and Chairman of Nomination and Remuneration Committee Mr. Sanjaya Baru Independent Director and Chairman of Stakeholders Relationship Committee Ms. Tasneem Mehta Independent Director Mr. Vinesh Kumar Jairath Independent Director Ms. Rima Marphatia Nominee Director Dr. Huzaifa Khorakiwala Executive Director Dr. Murtaza Khorakiwala Managing Director Ms. Zahabiya Khorakiwala Non- Executive Director

IN ATTENDANCE:

Mr. Manas Datta - Chief Financial Officer Mr. Gajanand Sahu - Company Secretary PRESENT BY INVITATION: Mr.Koosai Lehary - Partner – B.S.R & Co. LLP, Statutory Auditors Mr. Virendra Bhatt - Practicing Company Secretary, Scrutinizer & Secretarial Auditor

MEMBERS PRESENT:

There were total 184 Members / Authorised Representatives present at the 21[st] AGM of the Company.

1. CHAIRMAN

At 12:00 noon, Dr. H. F. Khorakiwala, Chairman of the Company commenced the meeting and welcomed the Members to the 21[st] AGM.

2. QUORUM

As the requisite quorum was present, the Chairman declared that the meeting was in order.

3. STATUTORY REGISTERS AND OTHER DOCUMENTS

The web link of the following documents was placed on the e-voting portal of the National Securities Depository Limited (NSDL) for inspection of the Members:

• i. Register of Directors & Key Managerial Personnel and their shareholding pursuant to Section 170 of the Companies Act, 2013.

• ii. Register of Contracts and Arrangements in which Directors are interested pursuant to Section 189 of the Companies Act, 2013.

• iii. Proof of Dispatch of Notice of 21[st] AGM and Annual Report for the Financial year 2019-20

• iv. Form DIR-8 and Declaration under Section 164(2) of the Companies Act, 2013 from Director retiring by rotation

• v. Statutory Auditors Certificate in respect of Employee Stock Option Plan of the Company.

• vi. Consent letter received from M/s Kirit Mehta & Co. to act as the cost auditor for the year 2020-21.

• vii. Consent letter received from Mr. Virendra Bhatt to act as the Scrutinizer of the AGM

• viii. Certified True Copy of the Minutes of the previous AGM held on 14th August, 2019

• ix. Certified True Copy of the Minutes of postal ballot dated 16[th] March 2020.

• x. Disclosures under Companies Act, 2013 received from Directors of the Company relating to FY 2020-21

4. INTRODUCTION OF BOARD OF DIRECTORS, CHIEF FINANCIAL OFFICER(CFO) AND COMPANY SECRETARY(CS):

The Chairman then requested the Board of Directors, CFO and CS to introduce themselves to the Members of the Company. All the Directors, CFO and CS introduced themselves through VC to the members from their respective location.

5. NOTICE OF MEETING

The Chairman informed that the notice dated 11[th ] May, 2020 convening the AGM and copy of the Annual Report for the Financial Year ended 31[st] March, 2020 was circulated to the members of the Company electronically.

6. E-VOTING

The Chairman informed that in view of the restrictions due to outbreak of COVID-19 and considering the social distancing norms, the AGM was conducted through VC/OAVM; and the AGM was convened and conducted in accordance with the circulars issued by Ministry of Corporate Affairs (MCA) and other relevant circulars issued by MCA and Securities and Exchange Board of India (SEBI), which allowed the companies to conduct their AGM through VC or OAVM

The Chairman further informed that the Company provided the facility to cast the votes electronically on all resolutions as mentioned in the Notice convening the AGM, the Members who were unable cast their vote electronically and were participating in the AGM had an opportunity to cast their vote during the meeting through the E-voting system provided by NSDL, which was open for voting during the AGM. As the resolutions mentioned in the Notice convening the AGM had been already put to vote through the remote e-voting, there was no proposing and seconding of the resolutions

7. AUDITORS’ REPORT

The Chairman stated that pursuant to the provisions of Section 145 of the Companies Act, 2013, Independent Auditor’s Report did not contain any qualifications, observations or comments and hence there was no requirement to read the Independent Auditors’ Report.

Further, it was also noted that Secretarial Audit Report issued by Mr. Virendra Bhatt, Practicing Company Secretary, did not contain any qualifications, observations, comments or remarks.

8. CHAIRMAN’S SPEECH

The Chairman started his speech by welcoming members to the AGM and stated that conducting the AGM on a virtual platform in real time, was a sign of the unprecedented times, which was both, disturbing as well as encouraging.

The Chairman mentioned that even though the business was affected in the first quarter of FY 2020-21, the Company had put in place exacting protocols to ensure business continuity while adhering to stringent safety guidelines which included staggered working hours; enabling key employees to work in office; empowering other employees to work from home; automated temperature scanning; following proper personal hygiene and respiratory etiquette; mandatory wearing of masks; maintaining social distancing norms; frequent sanitisation of contact areas; and leveraging technology to engage with stakeholders.

The Chairman informed that there was a significant progress in terms of business output and outcomes, across geographies, in the markets Company operated. He also stated that the Company was able to maintain continuity of Sales Operations, ensuring adequate product inventory levels by digitising the entire order processing system; and the current scenario would not have any significant impact on the business operations of the Company.

The Chairman then stated about the improvement in Profit After Tax (PAT), increase in EBITDA by approximately 81% over the previous year, performance of the Company for the Q4 FY 2019-20, details of revenue from international businesses; long and continuing focus on R&D; details of investment in R&D and IP base of the Company; and status of regulatory approvals of some of the NCEs;

The Chairman further informed the members about the strategic divestment of the part of the domestic branded business to Dr. Reddy’s Laboratories Limited, which would help the Company to shift from acute therapeutic areas to more chronic segments like diabetes and Central Nervous System disorders and ensure adequate liquidity enabling robust growth in international operations and investments in Biosimilars for the US market.

The Chairman further informed that Wockhardt Hospitals stepped up to meet the challenge of Corona virus with the necessary infrastructure like special isolation wards, ICUs, and specialised clinical teams with essential training and operating protocols; and the New Age Wockhardt Hospitals at Mumbai Central; Mira Road; Nagpur; Rajkot; and Nashik; emerged as COVID-19 hospitals, with dedicated facilities for treating infected patients. He also stated that the Mumbai Central Hospital had started clinical trials for Convalescent Plasma Therapy to treat COVID19 patients after receiving permission from the Drug Controller General of India (DCGI).

The Chairman further stated that Wockhardt Foundation had also stepped into combating the COVID-19 crisis, especially in Mumbai through its various schemes and campaigns, which included a scheme called ANAAJ+. He further informed that the Company received an overwhelming response.

While concluding, the Chairman stated that the Company was doing its best to ensure Business continuity; and thanked all Wockhardt shareowners, associates,

the medical and financial communities, and vendor associates for their support, cooperation and good wishes.

9. PROCEEDINGS :

The Chairman then requested the Members who had registered themselves to raise their queries or express their views.

Members raised various queries which, inter-alia, included impact of reduction of Domestic sales; US FDA matter; repayment obligations; post divestment scenario; corrective action to improve the revenue and profitability; and also appreciated the quality of work done in the area of CSR activities; quality of Annual Report and timely receipt of the same.

The Chairman thanked the Members for their inputs and appreciation. Thereafter, he replied to the queries raised by the members one-by-one in detail.

The Chairman further informed that the combined results of remote e-voting and e- voting during the meeting alongwith the Scrutinizer’s Report shall be submitted to the Stock Exchanges within 48 hours of the conclusion of the meeting; and the voting results shall be made available on the website of the Company and NSDL.

The Chairman thanked the Shareholders for their co-operation in conducting the meeting through the VC/OAVM.

The Chairman also thanked all Directors who had joined the meeting.

With this the meeting concluded at 1:22 p.m.

Based on the combined results of remote e-voting and e-voting during the meeting; and Scrutinizer’s Report dated 3[rd] August, 2020, following resolutions were approved by the members:

Resolution No. 1 (Ordinary Resolution)	Adoption of (a) the Audited Financial Statement of the Company for the financial year ended 31st March, 2020 together with the Reports of the Board of Directors and Auditors thereon; and (b) the Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2020 and the Report of Auditors thereon

“ RESOLVED THAT

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

• b) the Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2020 and the Report of the Auditors thereon

Resolution No. 2 To appoint a Director in place of Ms. Zahabiya (Ordinary Resolution) Khorakiwala (DIN: 00102689), who retires by rotation and being eligible, offers herself for re-appointment

“ RESOLVED THAT Ms. Zahabiya Khorakiwala (DIN: 00102689), Director of the Company, who retires by rotation at this Meeting and being eligible offers herself for re-appointment, be and is hereby re-appointed as a Director of the Company.”

Resolution No. 3 Ratification of remuneration payable to Cost Auditors (Ordinary Resolution) for the Financial Year 2020-21

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, as amended (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of Rs.3,35,000/ plus applicable taxes and reimbursement of out-of-pocket expenses payable to M/s. Kirit Mehta & Co., Cost Accountants (Firm Registration No. 000353), appointed as Cost Auditors for conducting cost audit of the Company for the financial year ending on 31[st] March, 2021, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to the said resolution.”

Resolution No. 4 (Special Resolution)	Approval for raising of additional capital by way of one or more public or private offerings including through a Qualified Institutions Placement (‘QIP’) to eligible investors through an issuance of equity shares or other eligible securities for an amount not exceeding Rs.1,500 crore

“ RESOLVED THAT pursuant to the provisions of Sections 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and the rules and regulations made thereunder (including any amendments, statutory modification(s) and/ or reenactment(s) thereof for the time being in force) (‘Companies Act’), the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendment, modification, variation or re-enactment thereof) (‘ICDR Regulations’) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable, the provisions of the Foreign Exchange Management Act, 1999, including any amendments, statutory modification(s) and/ or re-enactment(s) thereof (‘FEMA’) and the Foreign Exchange Management (Transfer or Issue of Securities by a Person Resident Outside India) Regulations, 2017 including any amendments, statutory modification(s) and/ or reenactment(s) thereof, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares through (Depository Receipt Mechanism) Scheme, 1993, as amended (‘FCCB Scheme’) and the Depository Receipts Scheme, 2014 (‘GDR Scheme’) and all other applicable statutes, rules, regulations, guidelines, notifications, circulars and clarifications as may be applicable, as amended from time to time, issued by the Government of India (‘GOI’), Ministry of Corporate Affairs (‘MCA’), the Reserve Bank of India (‘RBI’), BSE Limited and National Stock Exchange of India Limited (‘Stock Exchanges’), the Securities and Exchange Board of India (‘SEBI’), and/ or any other regulatory/ statutory authorities, in India or abroad from time to time, to the extent applicable and subject to the approvals, permits, consents and sanctions of any regulatory/ statutory authorities and guidelines and clarifications issued thereon from

time to time and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, consents and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to include Capital Raising Committee of the Board of Directors of the Company constituted by the Board to exercise its powers including powers conferred by this resolution), the consent of the members be and is hereby accorded to the Board to offer, issue and allot (including with provisions for reservations on firm and/ or competitive basis, for such part of issue and for such categories of persons as may be permitted) such number of equity shares of the Company of face value Rs. 5 each (‘Equity Shares’), Global Depository Receipts (‘GDRs’), American Depository Receipts (‘ADRs’), Foreign Currency Convertible Bonds (‘FCCBs’) and / or other securities convertible into Equity Shares (including warrants, or otherwise), fully convertible debentures, partly convertible debentures, non-convertible debentures with warrants and/ or convertible preference shares or any security convertible into Equity Shares (hereinafter referred to as ‘Securities’), or any combination thereof, in one or more tranches, whether Rupee denominated or denominated in foreign currency, in the course of Indian and / or International offering(s) in one or more foreign markets, for cash, at such price or prices, in terms of the applicable regulations and as permitted under the applicable laws, in such manner in consultation with the Merchant Banker(s) and/or other Advisor(s) or otherwise, for an aggregate amount not exceeding Rs. 1,500 crore (Rupees One Thousand Five Hundred Crore Only) by way of one or more public and/or private offerings including qualified institutions placement (‘QIP’) in accordance with the provisions of Chapter VI of the ICDR Regulations, to such investors that may be permitted to invest in such issuance of Securities, including eligible qualified institutional buyers (‘QIBs’) (as defined in the ICDR Regulations), foreign/resident investors (whether institutions, incorporated bodies, mutual funds, individuals or otherwise), venture capital funds (foreign or Indian), alternate investment funds, foreign institutional investors, foreign portfolio investors, Indian and/ or multilateral financial institutions, mutual funds, insurance companies, non - resident Indians, pension funds and/or any other categories of investors, whether or not such investors are members of the Company, to all or any of them, jointly or severally through an offer/placement document and/or other letter or circular (‘Offering Circular’) as may be deemed appropriate, in the sole discretion by the Board in such manner and on terms and conditions, including the terms of the issuance, security, fixing of record date, and at such price, whether at a premium or discount to market price as may be permitted under applicable law and/or as may be permitted by the relevant regulatory / statutory authority, in such manner and on such terms as may be deemed appropriate by the Board at its absolute discretion (the ‘Issue’) and without requiring any further approval or consent from the shareholders.

RESOLVED FURTHER THAT pursuant to the above mentioned resolutions:

• a) the Securities proposed to be issued, offered and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company, the Companies Act and other applicable laws;

• b) the Equity Shares that may be issued by the Company shall rank pari passu with the existing Equity Shares of the Company in all respects; and

• c) Equity Shares to be issued on conversion of Securities convertible into Equity Shares shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, consolidation of stock, merger, demerger, transfer of undertaking, sale of division or any such capital or corporate re-organisation or restructuring.

RESOLVED FURTHER THAT in the event the proposed issuance of Securities is undertaken by way of a QIP in terms of Chapter VI of the ICDR Regulations (hereinafter referred to as “Eligible Securities” within the meaning of the ICDR Regulations), the allotment of Eligible Securities (or any combination of Eligible Securities as may be

decided by the Board) shall be completed within a period of 365 days from the date of passing of this resolution or such other time as may be allowed under the ICDR Regulations from time to time.

RESOLVED FURTHER THAT in the event that Equity Shares are issued through a QIP in terms of Chapter VI of the ICDR Regulations, the relevant date for the purpose of pricing of the Equity Shares shall be the date of the meeting in which the Board decides to open the proposed issue of Equity Shares as Eligible Securities and in case Eligible Securities are eligible convertible securities, then either the date of the meeting in which the Board or duly authorized Committee decides to open the proposed issue or the date on which holder of Eligible Securities become eligible to apply for Equity Shares, as may be determined by the Board or duly authorized Committee or such date as may be permitted under ICDR Regulations, as amended.

RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as FCCBs, or GDRs, the relevant date for the purpose of pricing the Securities shall be determined in accordance with the FCCB Scheme and the GDR Scheme, as the case may be (including any amendments thereto or re-enactment thereof, for the time being in force) or as may be permitted under applicable law.

RESOLVED FURTHER THAT any issue of Eligible Securities made by way of a QIP under Chapter VI of ICDR Regulations shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the ICDR Regulations (‘QIP Floor Price’). Furthermore, the Board may, at its absolute discretion, also offer a discount of not more than 5% (five per cent) or such other percentage as may be permitted under applicable law to the QIP Floor Price.

RESOLVED FURTHER THAT price determined for issuance of Eligible Securities through a QIP under Chapter VI of the ICDR Regulations shall be subject to appropriate adjustments as per the provisions of Regulation 176(4) of the ICDR Regulations, as may be applicable.

RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Securities or Equity Shares on conversion of Securities, the Board be and is hereby authorised on behalf of the Company to seek listing of any or all of such Securities or Equity Shares as the case may be, on one or more Stock Exchanges in India or outside India and the listing of Equity Shares underlying the ADRs and/or GDRs on the Stock Exchanges in India.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the Securities may have such features and attributes or any terms or combination of terms in accordance with domestic and international practices to provide for the tradability and free transferability thereof as per applicable law including but not limited to the terms and conditions in relation to payment of interest, additional interest, premium on redemption, prepayment and any other debt service payments whatsoever including terms for issue of additional Equity Shares or variation of the conversion price of the Securities during the duration of the Securities and the Board be and is hereby authorised in its absolute discretion, in such manner as it may deem fit, to dispose of such of the Securities that are not subscribed in accordance with applicable law.

RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint /engage lead manager(s), underwriters, depositories, custodians, registrars, bankers, lawyers, advisors, debenture trustees and all such agencies as are or may be required to be appointed, involved or concerned and to remunerate them by way of commission, brokerage, fees or the like and also to reimburse them out of pocket expenses incurred

by them and also to enter into and execute all such arrangements, agreements, memoranda, documents, etc. with such agencies

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized, on behalf of the Company, to take all actions and do all such acts, deeds, actions and sign such documents as may be required in furtherance of, or in relation to, or ancillary to, the Issue, including the finalization and approval of the draft as well as final offer document(s), determining the form and manner of the Issue, identification and class of the investors to whom the Securities are to be offered, utilization of the issue proceeds, authorising any Director(s) or Officer(s) of the Company to sign offer documents, execute any necessary documents, agreements, forms, deeds, appointment of intermediaries, open and close the period of subscription of the Issue, determine the issue price, premium amount on issue/conversion of the Securities, if any, rate of interest and all other terms and conditions of the Securities, utilization of the Issue proceeds, signing of declarations, file any necessary forms with regulatory authorities and allot the Securities and to amend, vary or modify any of the above as the Board may consider necessary, desirable or expedient and to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the Issue and resolve and settle all questions or difficulties that may arise in regard to such Issue without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any committee of directors or any director(s) of the Company, including the Capital Raising Committee, in such manner as they may deem fit in their absolute discretion with the power to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the Issue and settle any questions or difficulties that may arise in this regard to the Issue.”

AGENDA-WISE DISCLOSURES

1. Adoption of :

• a) Audited Financial Statement of the Company for the financial year ended 31[st] March, 2020 together with the Reports of the Board of Directors and Auditors thereon

• b) Audited Consolidated Financial Statement of the Company for the financial year ended 31[st] March, 2020 and the Report of Auditors thereon

Resolution required: (Ordinary / Special)	Resolution required: (Ordinary / Special)	Resolution required: (Ordinary / Special)	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary
Whether promoter/promoter group are interested in the agenda/resolution?			No
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstan ding shares	No. of votes – in favour	No. of vote s – agai nst	% of votes in favour on votes polled	% of Votes against on votes polled
		(1)	(2) (	3)=[(2)/(1 )]*100 (	4) (	5) (	6)=[(4)/(2)] *100	(7)=[(5)/(2 )]*100
Promoter and Promoter Group	E-Voting	79878676	79878676	100.0000	79878676	0	100.0000	0.0000
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	Total	79878676	79878676	100.0000	79878676	0	100.0000	0.0000
Public- Institutions	E-Voting	5243263	4243361	80.9298	4243361	0	100.0000	0.0000
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	Total	5243263	4243361	80.9298	4243361	0	100.0000	0.0000
Public- Non Institutions	E-Voting	25613064	167115	0.6525	166846	269	99.8390	0.1610
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	Total	25613064	167115	0.6525	166846	269	99.8390	0.1610
Total	Total	110735003	84289152	76.1179	84288883	269	99.9997	0.0003

2. To appoint a Director in place of Ms. Zahabiya Khorakiwala (DIN: 00102689), who retires by rotation and being eligible, offers herself for re-appointment.

Resolution required: (Ordinary / Special)	Resolution required: (Ordinary / Special)	Resolution required: (Ordinary / Special)	Ordinary
Whether promoter/promoter group are interested in the agenda/resolution?			No
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstandi ng shares	No. of votes – in favour	No. of votes – again st	% of votes in favour on votes polled	% of Votes against on votes polled
		(1)	(2)	(3)=[(2)/(1 )]*100	(4)	(5)	(6)=[(4)/( 2)]*100	(7)=[(5)/( 2)]*100
Promoter and Promoter Group	E-Voting	79878676	79878676	100.0000	79878676	0	100.0000	0.0000
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	Total	79878676	79878676	100.0000	79878676	0	100.0000	0.0000
Public- Institutions	E-Voting	5243263	4281251	81.6524	3812469	4687 82	89.0504	10.9496
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	Total	5243263	4281251	81.6524	3812469	4687 82	89.0504	10.9496
Public- Non Institutions	E-Voting	25613064	167115	0.6525	164102	3013	98.1970	1.8030
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	**Total **	**25613064 **	167115	0.6525	**164102 **	3013	98.1970	1.8030
Total	Total	110735003	84327042	76.1521	83855247	4717 95	99.4405	0.5595

3. Ratification of remuneration payable to Cost Auditors for the Financial Year 2020-21

Resolution required: (Ordinary / Special)	Resolution required: (Ordinary / Special)	Resolution required: (Ordinary / Special)	Ordinary
Whether promoter/promoter group are interested in the agenda/resolution?			No
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstandi ng shares	No. of votes – in favour	No. of votes – again st	% of votes in favour on votes polled	% of Votes against on votes polled
		(1)	(2)	(3)=[(2)/(1 )]*100	(4)	(5)	(6)=[(4)/( 2)]*100	(7)=[(5)/( 2)]*100
Promoter and Promoter Group	E-Voting	79878676	79878676	100.0000	79878676	0	100.0000	0.0000
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	Total	79878676	79878676	100.0000	79878676	0	100.0000	0.0000
Public- Institutions	E-Voting	5243263	4281251	81.6524	4281251	0	100.0000	0.0000
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	**Total **	5243263	**4281251 **	81.6524	**4281251 **	0	**100.0000 **	0.0000
Public- Non Institutions	E-Voting	25613064	167090	0.6524	160680	6410	96.1637	3.8363
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	**Total **	**25613064 **	167090	0.6524	160680	6410	**96.1637 **	3.8363
Total	Total	110735003	84327017	76.1521	84320607	6410	99.9924	0.0076

4. Approval for raising of additional capital by way of one or more public or private offerings including through a Qualified Institutions Placement (‘QIP’) to eligible investors through an issuance of equity shares or other eligible securities for an amount not exceeding Rs.1,500 crore.

Resolution required: (Ordinary / Special)	Resolution required: (Ordinary / Special)	Resolution required: (Ordinary / Special)	Special
Whether promoter/promoter group are interested in the agenda/resolution?			No
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstan ding shares	No. of votes – in favour	No. of votes – again st	% of votes in favour on votes polled	% of Votes against on votes polled
		(1)	(2)	(3)=[(2)/( 1)]*100	(4)	(5)	(6)=[(4)/( 2)]*100	(7)=[(5)/( 2)]*100
Promoter and Promoter Group	E-Voting	79878676	79878676	100.0000	79878676	0	100.0000	0.0000
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	**Total **	79878676	79878676	**100.0000 **	79878676	0	**100.0000 **	0.0000
Public- Institutions	E-Voting	5243263	4281251	81.6524	26620	42546 31	0.6218	99.3782
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	Total	5243263	4281251	81.6524	26620	42546 31	0.6218	99.3782
Public- Non Institutions	E-Voting	25613064	167115	0.6525	165351	1764	98.9444	1.0556
	Poll	Not applicable	0	0.0000	0	0	0	0
	Postal Ballot		0	0.0000	0	0	0	0
	Total	25613064	167115	0.6525	165351	1764	98.9444	1.0556
Total	Total	110735003	84327042	76.1521	80070647	42563 95	94.9525	5.0475

The votes cast did not include invalid and abstained voting for all the above 4 resolutions. Further, all the said resolutions were passed with requisite majority.

SD/Dr. H. F. Khorakiwala CHAIRMAN

Place: Mumbai Date: 27[th] August, 2020

For Wockhardt Limited Certified True Copy

==> picture [109 x 41] intentionally omitted <==

Gajanand Sahu Company Secretary