Cipla Limited

Registered Office: Cipla House, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013
Phone: +9122 2482 6000, Fax: +9122 2482 6120, Email: [email protected], Website: www.cipla.com
Corporate Identity Number: L24239MH1935PLC002380

Notice of Annual General Meeting

NOTICE is hereby given that the 84th Annual General re-appointed as a director of the Company liable
Meeting of Cipla Limited will be held on Thursday, to retire by rotation.”
27th August, 2020 at 3.00 pm (IST) through video
conferencing (VC)/ other audio-visual means (OAVM) 4. To confirm interim and special dividend paid
to transact the following businesses: during the financial year as final dividend:

“Resolved that the interim dividend of H3/- (Rupees

Ordinary Business(es): three only) and special dividend of H1/- (Rupee one
only) per equity share of the Company, as approved
To consider, and if thought fit to pass resolution no. 1 to by the Board of Directors and paid by the Company,
4 as ordinary resolutions. be and are hereby confirmed as final dividend for
1. To receive, consider and adopt the audited the financial year ended 31st March, 2020.”
standalone financial statements of the
Company for the financial year ended Special Business(es)
31st March, 2020 and the reports of the Board
of Directors and Auditor thereon: To consider and if thought fit, to pass resolution no. 5
& 7 as special resolutions and resolution no. 6 & 8 as
“Resolved that the audited standalone financial ordinary resolutions.
statements of the Company for the financial year
ended 31st March, 2020 and the reports of the Board 5. To re-appoint Ms Naina Lal Kidwai as an
of Directors and Auditor thereon as circulated to independent director of the Company:
the members with the notice of the annual general
“Resolved that pursuant to the provisions of
meeting and submitted to this meeting be and are
applicable laws, upon the recommendation of
hereby received, considered and adopted.”
the Nomination and Remuneration Committee
2. To receive, consider and adopt the audited and the Board of Directors and basis declaration
consolidated financial statements of the of independence submitted, Ms Naina Lal Kidwai
Company for the financial year ended (DIN 00017806) being eligible, be and is hereby
31st March, 2020 and the report of the Auditor re-appointed as an independent director of the
thereon: Company for a second consecutive term of five
years with effect from 6th November, 2020 up to
“Resolved that the audited consolidated financial 5th November, 2025.”
statements of the Company for the financial year
ended 31st March, 2020 and the report of Auditor 6. To re-appoint Ms Samina Hamied as a whole-
thereon as circulated to the members with the notice time director designated as Executive Vice-
of the annual general meeting and submitted to this Chairperson:
meeting be and are hereby received, considered
“Resolved that pursuant to the provisions of
and adopted.”
sections 196, 197, 198, 203 and other applicable
3. To re-appoint Mr S Radhakrishnan as a provisions of the Companies Act, 2013 (the Act) and
director liable to retire by rotation: the rules made thereunder read with Schedule V
of the Act (including any amendments thereto or
“Resolved that Mr S Radhakrishnan (DIN: 02313000), re-enactment thereof for the time being in force)
who retires by rotation and being eligible offers and upon the recommendation of the Nomination
himself for re-appointment, be and is hereby and Remuneration Committee and approval of the

002 Creating Hope Since 85 Years

 Notice

Board of Directors, approval of the shareholders and which may be agreed to by the Board of
be and is hereby accorded for re-appointment of Directors of the Company (hereinafter referred to
Ms Samina Hamied (DIN: 00027923) as a as the Board, which term will include any committee
whole-time director of the Company designated thereof, constituted by the Board to exercise the
as Executive Vice-Chairperson, for a period of powers conferred by this resolution), consent of
five years commencing from 10 th July 2020 and the members of the Company is hereby granted to
concluding on 9th July 2025 on such terms and the Board to create, offer, issue and allot (including
conditions as set out in the explanatory statement with provisions for reservation on firm and/or
attached to the notice convening this annual competitive basis, of such part of issue and for such
general meeting. categories of persons including employees of the
Company as may be permitted), with or without a
Resolved further that the Board of Directors be green shoe option, such number of equity shares
and is hereby authorised to alter, vary and modify having face value of H2 each (Equity Shares),
the terms of re-appointment including, inter-alia, global depository receipts (GDRs), American
designation, remuneration and remuneration depository receipts (ADRs), foreign currency
structure within the limits approved by the convertible bonds (FCCBs) and/or foreign currency
shareholders and to do all such acts, deeds and exchangeable bonds (FCEBs), fully convertible
things and execute all such documents, instruments debentures/ partly convertible debentures,
and writings as may be required and to delegate non-convertible debentures (NCDs) along with
all or any of its powers herein conferred to any warrants, with a right exercisable by the warrant
committee of directors or any director or officer to holder to exchange the said warrants with Equity
give effect to this resolution.” Shares and/or any other financial instruments
convertible into Equity Shares (including warrants,
7. To authorise issuance of equity shares/ other
or otherwise) and/or any security convertible into
securities convertible into equity shares up to
Equity Shares and/or securities linked to Equity
J3,000 crore:
Shares and/or securities with or without detachable
“Resolved that pursuant to the provisions of sections warrants with right exercisable by the warrant
23, 41, 42, 62(1)(c) and other applicable provisions holders to convert or subscribe to Equity Shares (all
of the Companies Act, 2013, as amended (the of which are hereinafter collectively referred to as
Act) and the rules made thereunder, the Foreign Securities) or any combination of Securities, at a
Exchange Management Act, 1999, as amended, later date, in one or more tranches, whether Rupee
and rules and regulations made thereunder, the denominated or denominated in one or more
Securities and Exchange Board of India Act, 1992, foreign currency(ies), in the course of international
as amended and rules and regulations made and/or domestic offering(s) in one or more foreign
thereunder, the Securities Contracts (Regulation) markets and/or domestic market, of public and/
Act, 1956, as amended and rules and regulations or private offerings and/or qualified institutions
made thereunder, the Depository Receipts Scheme, placement or any combination thereof, through
2014, the Issue of Foreign Currency Convertible issue of prospectus and/or placement document
Bonds and Ordinary Shares (Through Depository or other permissible / requisite offer document to
Receipt Mechanism) Scheme, 1993, the uniform any eligible person, including qualified institutional
listing agreement, enabling provisions of the buyers in accordance with Chapter VI read with
Memorandum and Articles of Association of Schedule VII of the Securities and Exchange
the Company, and in accordance with the rules, Board of India (Issue of Capital and Disclosure
regulations, guidelines, notifications, circulars and Requirements) Regulations, 2018, as amended
clarifications issued thereon from time to time by (the SEBI ICDR Regulations), or otherwise,
the Government of India (GOI), the Reserve Bank foreign / resident investors (whether institutions,
of India (RBI) and the Securities and Exchange incorporated bodies, mutual funds, individuals or
Board of India (SEBI), the stock exchanges and/or otherwise), venture capital funds (foreign or Indian),
any other competent authorities, whether in India alternate investment funds; foreign portfolio
or abroad, and subject to necessary approvals, investors, Indian and/or multilateral financial
permissions, consents and sanctions of concerned institutions, mutual funds, non-resident Indians,
statutory and other authorities and subject to such stabilising agents, pension funds and/or any
conditions and modifications as may be prescribed other categories of investors as may be permitted
by any of them while granting such approvals, under the applicable law (collectively called the
permissions, consents, authority and sanctions, Investors), as may be decided by the Board in its

003
 discretion and permitted under applicable laws Resolved further that the issue to the holders
and regulations, of an aggregate amount not of the Securities, which are convertible into or
exceeding H3,000 crore or equivalent thereof, in exchangeable with Equity Shares at a later date
one or more foreign currency(ies), inclusive of such will be, inter alia, subject to the following terms and
premium as may be fixed on such Securities by conditions:
offering the Securities at such time or times, at such
price or prices, at a discount or premium to market (a) in the event the Company is making a bonus
price or prices permitted under applicable laws issue by way of capitalisation of its profits or
in such manner and on such terms and conditions reserves prior to the allotment of the Equity
including security, rate of interest, etc. as may be Shares, the number of Equity Shares to be
deemed appropriate by the Board in its absolute allotted will stand augmented in the same
discretion including the discretion to determine the proportion in which the equity share capital
categories of Investors to whom the offer, issue and increases as a consequence of such bonus issue
allotment will be made to the exclusion of other and the premium, if any, will stand reduced pro
categories of Investors at the time of such offer, tanto;
issue and allotment considering the prevailing
(b) in the event the Company is making a rights
market conditions and other relevant factors and
offer by issue of Equity Shares prior to the
wherever necessary in consultation with lead
allotment of the Equity Shares, the entitlement
manager(s) and/or underwriter(s) and/ or other
to the Equity Shares will stand increased in the
advisor(s) either in Indian Rupees or equivalent
same proportion as that of the rights offer and
foreign currency(ies) inclusive of such premium, as
such additional Equity Shares will be offered to
the Board in its absolute discretion may deem fit
the holders of the Securities at the same price
and appropriate.
at which the same are offered to the existing
Resolved further that in the event that Equity shareholders;
Shares are issued to qualified institutional buyers
(c) in the event of merger, amalgamation, takeover
under Chapter VI of the SEBI ICDR Regulations,
or any other reorganisation or restructuring
the relevant date for the purpose of pricing of the
or any such corporate action, the number of
Equity Shares will be the date of the meeting in
Equity Shares, the price and the time period as
which the Board decides to open the issue of Equity
aforesaid will be suitably adjusted; and
Shares and the Equity Shares will be issued at such
price being not less than the price determined in (d) in the event of consolidation and/or division
accordance with the pricing formula provided of outstanding Equity Shares into smaller
under Chapter VI of the SEBI ICDR Regulations. number of Equity Shares (including by way of
stock split) or reclassification of the Securities
Resolved further that in the event that convertible
into other securities and/or involvement in
securities and/or warrants which are convertible
such other event or circumstances which in the
into Equity Shares of the Company are issued
opinion of concerned stock exchange requires
along with non-convertible debentures to qualified
such adjustments, necessary adjustments will
institutional buyers under Chapter VI of the SEBI
be made.
ICDR Regulations, the relevant date for the purpose
of pricing of such securities, will be the date of the Resolved further that in pursuance of the aforesaid
meeting in which the Board decides to open the resolution the Equity Shares that may be issued
issue of such convertible securities and/or warrants by the Company (including issuance of the Equity
simultaneously with non-convertible debentures Shares pursuant to conversion of any Securities, as
and such securities will be issued at such price being the case may be in accordance with the terms of
not less than the price determined in accordance the offering) will rank pari-passu with the existing
with the pricing formula provided under Chapter VI Equity Shares of the Company in all respects.
of the SEBI ICDR Regulations.
Resolved further that in the event the Securities are
Resolved further that the Board may, in accordance proposed to be issued as ADRs or GDRs, the relevant
with applicable law, also offer a discount of not date for the purpose of pricing the Securities will be
more than 5% or such percentage as permitted the date of the meeting in which the Board decides
under applicable law on the price calculated in to open the issue of such Securities in accordance
accordance with the pricing formula provided with the Depository Receipts Scheme, 2014, as
under Chapter VI of the SEBI ICDR Regulations.

004 Creating Hope Since 85 Years

 Notice

amended and other applicable pricing provisions agreement, agency agreement, agreements
issued by the Ministry of Finance. with the depositories, security documents, and
other necessary agreements, memorandum of
Resolved further that in the event the Securities are understanding, deeds, general undertaking/
proposed to be issued as FCCBs, the relevant date indemnity, certificates, consents, communications,
for the purpose of pricing the Securities will be the affidavits, applications (including those to be
date of the meeting in which the Board decides to filed with the regulatory authorities, if any) (the
open the issue of such Securities in accordance with Transaction Documents) (whether before or after
the Issue of Foreign Currency Convertible Bonds execution of the Transaction Documents) together
and Ordinary Shares (through Depository Receipt with all other documents, agreements, instruments,
Mechanism) Scheme, 1993, as amended and other letters and writings required in connection with,
applicable pricing provisions issued by the Ministry or ancillary to, the Transaction Documents (the
of Finance. Ancillary Documents) as may be necessary or
required for the aforesaid purpose including to sign
Resolved further that without prejudice to the
and/or dispatch all forms, filings, documents and
generality of the above, the issue(s) of Securities
notices to be signed, submitted and/ or dispatched
may, subject to compliance with all applicable
by it under or in connection with the documents to
laws, rules, regulations, guidelines and approvals,
which it is a party as well as to accept and execute
have all or any terms, or combination of terms,
any amendments to the Transaction Documents
including, but not limited to, conditions in relation
and the Ancillary Documents and further to do all
to payment of interest, additional interest, premium
such other acts, deeds mentioned herein as they
on redemption, prepayment and any other debt
may deem necessary in connection with the issue
service payments whatsoever and all other such
of the Securities in one or more tranches from time
terms as are provided in offerings of such nature
to time and matters connected therewith and the
including terms for issue of additional equity shares
utilisation of the issue proceeds in such manner as
or variation of the conversion price of the Securities
may be determined by the Board, subject however,
during the duration of the Securities.
to applicable laws, and to take such actions or give
Resolved further that without prejudice to the such directions as may be necessary or desirable
generality of the above, subject to applicable laws and to obtain any approvals, permissions, sanctions
and subject to approvals, consents, permissions, which may be necessary or desirable, as it may
if any, of any governmental body, authority or deem fit or as the Board may suo moto decide in
regulatory institution including any conditions as its absolute discretion in the best interests of the
may be prescribed in granting such approvals or Company.”
permissions by such governmental body, authority
8. To ratify remuneration of the cost auditors
or regulatory institution, the Board be and is hereby
for the financial year 2020-21:
authorised to finalise the structure of the proposed
Securities and all the terms and conditions in “Resolved that pursuant to the provisions of
respect thereof and further, the Board, in its applicable laws, Mr D H Zaveri, the Cost Auditor
absolute discretion, be and is hereby authorised to appointed by the Board of Directors of the
dispose of such Securities that are not subscribed in Company to audit the cost records maintained
such manner as it may deem fit. by the Company for the financial year ending
31st March, 2021, be paid a remuneration of
Resolved further that the Board be and is hereby
H11,00,000/- (Rupees eleven lakh only) plus
authorised to negotiate, modify, sign, execute,
applicable taxes and reimbursement of out-of-
register, deliver including sign any declarations
pocket expenses.”
required in connection with the private placement
offer letter, information memorandum, draft
prospectus, prospectus, draft offer document,
abridged prospectus, offer letter, offer document, By Order of the Board of Directors
offer circular or placement document for issue
of the Securities, term sheet, issue agreement,
registrar agreement, escrow agreement, Sd/-
underwriting agreement, placement agreement, Rajendra Chopra
consortium agreement, trustee agreement, Date: 15th May, 2020 Company Secretary
trust deed, subscription agreement, purchase Place: Mumbai Membership Number: A12011

005
NOTES: whose email addresses are registered with the
Company/Depositories. Members holding shares
1. In view of the continuing Covid-19 pandemic, the in dematerialised form who have not updated
Ministry of Corporate Affairs (MCA) has, vide its their email addresses, are requested to contact
circular dated 5th May, 2020, read with circulars their Depository Participant for updation of their
dated 8th April, 2020 and 13th April, 2020 (collectively email id. Members holding shares in physical mode
referred to as MCA Circulars) permitted the holding and who have not updated their email addresses
of the annual general meeting (AGM) through with the Company are requested to update their
video conferencing (VC)/other audio-visual means email addresses by writing to the Company at
(OAVM). Hence, in compliance with the MCA [email protected] along with the copy of
Circulars, the AGM of the Company is being held the signed request letter mentioning their name
through VC. The deemed venue for AGM shall be and address, self-attested copy of the PAN card
the registered office of the company i.e. Cipla and self-attested copy of a valid proof of address
House, Peninsula Business Park, Ganpatrao Kadam (eg. Aadhaar/Utility bill - not older than 3 months)
Marg, Lower Parel, Mumbai – 400 013. in support of the member's address.
2. Members attending the AGM through VC/OAVM 7. Members will be provided with a facility of
will be counted for the purpose of reckoning the electronic voting (e-voting) and for attending the
quorum under Section 103 of the Act. AGM through VC/OAVM by the National Securities
3. The members can join the AGM through VC/ Depository Limited (NSDL) e-Voting system
OAVM mode 30 minutes before the scheduled i.e. www.evoting.nsdl.com.
time or any time thereafter till conclusion of the
8. Members may please note that notice, annual
meeting by following the procedure mentioned in
report and other documents as mentioned in the
the notice. The facility of participation at the AGM
annual report are available on the Company’s
through VC/OAVM will be made available for 1,000
website at www.cipla.com, on websites of the Stock
members on first come first served basis. This will
Exchanges i.e. BSE Limited and National Stock
not include large shareholders (holding 2% or more
Exchange of India Limited at www.bseindia.com
shareholding), promoters, institutional investors,
and www.nseindia.com respectively and also on
directors, key managerial personnel, auditors,
website of the NSDL (i.e. www.evoting.nsdl.com).
etc. who are allowed to attend the AGM without
restriction on account of first come first served 9. The Register of Directors and Key Managerial
basis and can connect with Company at Cipla. Personnel and their shareholding, maintained
[email protected] for participating at the AGM under Section 170 of the Act, the Register of
without such restriction. Contracts or Arrangements in which the directors
are interested, maintained under Section 189 of the
4. Since this AGM is being held pursuant to the MCA
Act and Certificate from the Statutory Auditor of
Circulars through VC/OAVM, physical attendance
of members has been dispensed with, accordingly, the Company under regulation 13 of the SEBI (Share
the facility for appointment of proxies by the Based Employee Benefits) Regulations, 2014, will
members will not be available for the AGM. be available electronically for inspection by the
members during the AGM. All documents referred
5. Corporate/Institutional members (i.e. other than to in the notice will also be available for electronic
Individuals, HUF, NRI, etc.) intending to attend the inspection without any fee by the members from the
meeting in accordance with the terms of Section date of circulation of this notice up to the date of
113 of the Companies Act, 2013 are required to AGM, i.e. 27th August, 2020 during business hours.
send scanned certified true copy (PDF Format) Members seeking to inspect such document may
of the Board Resolution/ Power of Attorney/ send a request on the email id Cipla.AGM2020@
Authority Letter, etc. to the Scrutiniser at e-mail cipla.com atleast 1 working day before the date on
ID: [email protected] to attend the AGM which they intend to inspect the document.
through VC/OAVM on their behalf and to vote
through remote e-voting. 10. The statement pursuant to Section 102 of the Act is
attached hereunder and forms part of the notice.
6. In compliance with the aforesaid MCA Circulars As required under the Secretarial Standard – 2
and SEBI Circular dated 12th May, 2020, notice of the and Regulation 26(4) and 36(3) of the Securities
AGM along with the Annual Report 2019-20 is being and Exchange Board of India (Listing Obligations
sent through electronic mode to those members and Disclosure Requirements) Regulations, 2015

006 Creating Hope Since 85 Years

 Notice

(SEBI Listing Regulations), the relevant information 14. The Register of Members and the Share Transfer
of directors seeking appointment/re-appointment Books of the Company will remain closed from
is attached as Annexure 1. Though not statutorily Thursday, 13th August, 2020 to Thursday, 27th August,
required, the explanatory statement to Ordinary 2020, both days inclusive.
Business Item Nos. 1 to 4 is being provided as
additional information to the members. The Board 15. All unclaimed dividends up to the financial year
of Directors have considered Item Nos. 5 to 8 as ended 31st March, 1995 have been transferred
unavoidable and therefore included it as Special to the General Revenue Account of the Central
Business in the ensuing AGM. Government. Members who have not encashed
the dividend warrants for the said period(s) are
11. Members may please note that Securities and requested to claim the amount from the Registrar
Exchange Board of India (SEBI) has made Permanent of Companies, CGO Complex, CBD Belapur, Navi
Account Number (PAN) as the sole identification Mumbai 400 614, Maharashtra by submitting an
number for all participants transacting in the application in Form No. II.
securities market, irrespective of the amount of
such transactions. Pursuant to the provisions of sections 124 and 125 of
the Companies Act, 2013 and the Investor Education
Members may please note that SEBI has also made and Protection Fund Authority (Accounting, Audit,
it mandatory for submission of PAN in the following Transfer and Refund) Rules, 2016 (IEPF Rules)
cases, viz (i) Deletion of name of the deceased (including the provisions of sections 205A and 205C
shareholder(s) (ii) Transmission of shares to the of the Companies Act, 1956), dividends that remain
legal heir(s) and (iii) Transposition of shares. "Unpaid or Unclaimed" for a period of seven
years are mandatorily required to be transferred
12. As per Regulation 40 of the SEBI Listing Regulations, to the Investor Education and Protection Fund
as amended, securities of listed companies can only (IEPF). Accordingly, unpaid / unclaimed dividends
be transferred in dematerialised form with effect from the financial year ended 31st March, 1996 till
from 1st April, 2019, except in case of request for 31st March, 2012 have been transferred to IEPF.
transmission or transposition of securities. In order
eliminate all risks associated with physical shares Members may note that unclaimed final dividend
and for ease of portfolio management, members for the financial year ended 31st March, 2013 will
holding shares in physical form are requested to become due for transfer to IEPF on 22nd September,
consider converting their holding to dematerialised 2020. Those members, who have not encashed the
form. Members can contact the Company’s Share unclaimed dividend for the said period and also
Transfer Agent for assistance in this regard at the for the subsequent years are requested to contact
following address: KFintech / Investor Service Department of the
Company.
KFin Technologies Private Limited (hereinafter
referred to as “KFintech”) As per the provisions of Section 124(6) of the Act
(Unit: Cipla Limited) read with the IEPF Rules as amended, all shares
in respect of which dividend have remained
Selenium Tower B, Plot No.: 31 & 32,
unclaimed for seven consecutive years or more
Gachibowli, Financial District, Nanakramguda, were transferred by the Company to IEPF in
Serilingampally, Hyderabad, Telangana – 500032 October 2019. The Company had sent individual
Tel: (040) 6716 2222 / 6716 1511; Fax: (040) 2300 1153 communication to the concerned shareholders
whose shares are liable to be transferred to IEPF.
13. As per Section 72 of Companies Act, 2013, members
can nominate a person in respect of all the shares We have uploaded the details of such shares and
held by them singly or jointly. Members holding members on the Company’s website i.e. www.cipla.
shares in physical form can avail the nomination com under Investors section. Please note that no
facility by filling Form No. SH-13 in duplicate with claim will lie against the Company in respect of
the Company’s Share Transfer Agent i.e. KFin unclaimed dividend and shares transferred to IEPF
Technologies Private Limited. Members holding pursuant to the said Rules.
shares in the dematerialised form may contact the
As per the provisions of Section 125 of the Act and
Depository Participant for recording nomination in
the IEPF Rules, members whose unclaimed dividend,
respect of their shares.

007
 unclaimed redemption amount of preference ii. For convenience and proper conduct of the
shares, unclaimed sale proceeds of fractional AGM, Members will be allowed to login and join
shares, equity shares have been transferred to IEPF 30 minutes before and anytime thereafter till
may claim the refund by making an application to conclusion of AGM. The login facility will remain
the IEPF Authority in Form No. IEPF-5 available on open throughout the proceedings.
the website www.iepf.gov.in.
Members who need technical assistance before
16. We are pleased to provide the facility of live or during the AGM can:
webcast of proceedings of AGM. Members who
o Send a request at [email protected] or use
are entitled to participate in the AGM can view the
Toll free no.: 1800-222-990; or
proceeding of AGM by logging on the website at
https://evoting.nsdl.com using their secure login o Contact Mr. Amit Vishal, Senior Manager,
credentials or on the website of the Company NSDL at the designated email ID: evoting@
www.cipla.com under the Investors section. nsdl.co.in or [email protected] or at
telephone number 022-24994360; or
17. Since the AGM will be held through VC/OAVM, the
route map, proxy form and attendance slip are not o Contact Ms. Pallavi Mhatre, Manager, NSDL
attached to this notice. at the designated email ID: evoting@nsdl.
co.in or [email protected] or at telephone
18. The results on resolutions will be declared on or number 022-24994545.
after the AGM of the Company and the resolutions
will be deemed to be passed on the AGM date iii. Please note that members connecting from
subject to receipt of the requisite number of votes mobile devices or tablets or through laptop
connecting via mobile hotspot may experience
in favour of the resolutions.
audio/video loss due to fluctuation in their
19. The results declared along with the scrutiniser’s respective network. It is therefore recommended
report will be placed on the website of the Company to use stable Wi-Fi or LAN connection to
i.e. www.cipla.com under Investors section and on mitigate any kind of aforesaid glitches.
the website of NSDL i.e. https://evoting.nsdl.com.
iv. Members who would like to express their views
The results shall also be communicated to the Stock
or ask questions during the AGM may register
Exchanges. themselves as a speaker by sending their request
from their registered Email ID mentioning their
20.
INSTRUCTIONS FOR MEMBERS FOR
name, DP ID and Client ID/ folio number, PAN,
ATTENDING THE AGM THROUGH VC/OAVM
mobile number at [email protected]
ARE AS UNDER:
from Friday 21st August, 2020 (from 9.00 a.m.)
to Wednesday 26th August, 2020 (upto 5.00
i. Members will be provided with a facility to
p.m.). Those members who have registered
attend the AGM through VC/OAVM through the
themselves as a speaker will only be allowed
NSDL e-Voting system. Members may access
to express their views/ ask questions during
the same at https://www.evoting.nsdl.com
the AGM. The Company reserves the right to
under shareholders/members login by using
restrict the number of speakers depending on
the remote e-voting credentials. The link for
the availability of time for the AGM.
VC/OAVM will be available in shareholder/
members login where the EVEN of Company v. Members who would like to express their
will be displayed. Please note that the members views/have questions with respect to financial
who do not have the User ID and Password statements or any item proposed in this notice
for e-voting or have forgotten the User ID and may send their questions mentioning their name
Password may retrieve the same by following demat account number/folio number, email id,
the remote e-Voting instructions mentioned in mobile number at [email protected]
the notice to avoid last minute rush. Further by Wednesday, 26th August, 2020 to enable
members can also use the OTP based login for the management to respond to these queries
logging into the e-voting system of NSDL. objectively at the AGM.

008 Creating Hope Since 85 Years

 Notice

21. VOTING THROUGH ELECTRONIC MEANS: v. In addition, the facility for voting through
electronic voting system will also be made
i. Pursuant to the provisions of Section 108 of available during the AGM. Members attending
the Act read with Rule 20 of the Companies the AGM who have not cast their vote by
(Management and Administration) Rules, remote e-voting will be eligible to cast their vote
2014 (as amended) and Regulation 44 of SEBI
through e-voting during the AGM. Members
Listing Regulations and the MCA Circulars the
who have voted through remote e-voting will
Company is providing facility of remote e-voting
be eligible to attend the AGM, however, they will
to its Members in respect of the business to be
not be eligible to vote at the meeting. Members
transacted at the AGM. For this purpose, the
holding shares in physical form are requested
Company has entered into an agreement with
to access the remote e-voting facility provided
NSDL for facilitating voting through electronic
by the Company through NSDL e-voting system
means, as the authorised agency. The facility
at https://www.evoting.nsdl.com/.
of casting votes by a member using remote
e-voting system as well as voting on the date of The details of the process and manner for remote
the AGM will be provided by NSDL. e-voting are explained herein below:
ii. The Board of Directors of the Company has
appointed Mr B Narasimhan, Practicing Step 1: Log-in to NSDL e-voting system
Company Secretary and failing him, Mr Avinash a) Visit the e-voting website of NSDL. Open
Bagul, Practicing Company Secretary as the web browser by typing the following URL:
Scrutinizer to scrutinize the remote e-voting https://www.evoting.nsdl.com/ either on a
process and e-voting in a fair and transparent Personal Computer or on a mobile.
manner and they have communicated their b) Once the home page of e-voting system is
willingness to be appointed and will be launched, click on the icon “Login” which is
available for same purpose. available under ‘Shareholders’ section.
iii. The Members, whose names appear in the c) A new screen will open. Upon opening of a new
Register of Members/ list of Beneficial Owners screen enter your User ID, your Password and a
as on Thursday, 20 th August, 2020, are entitled Verification Code as shown on the screen.
to vote on the Resolutions set forth in this
Alternatively, if you are registered for NSDL
notice. A person who is not a Member as on the
eservices i.e. IDEAS, you can log-in at
cut-off date should treat this notice of AGM for
https://eservices.nsdl.com/ with your existing
information purpose only.
IDEAS login. Once you log-in to NSDL eservices
iv. The remote e-voting period begins on Sunday, after using your log-in credentials, click on
23 rd August, 2020 at 09:00 A.M. and ends on e-Voting and you can proceed to Step 2 i.e. Cast
Wednesday, 26th August, 2020 at 05:00 P.M. The your vote electronically.
remote e-voting module will be disabled by
NSDL for voting thereafter.

d) Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Your User ID is:
Physical
a) For Members who hold shares in demat account with 8-character DP ID followed by 8-digit Client ID
NSDL.
For example, if your DP ID is IN300*** and Client
ID is 12****** then your user ID is IN300***12******.
b) For Members who hold shares in demat account with 16 Digit Beneficiary ID
CDSL.
For example, if your Beneficiary ID is
12************** then your user ID is 12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number
registered with the Company
For example, if folio number is CIP000*** and
EVEN is 101456 then user ID is 101456CIP000***

009
e) Your password details are given below: g) After entering your password, tick on Agree to
“Terms and Conditions” by selecting the check box.
1. If you are already registered for e-Voting, then
you can use your existing password to login h) Click on the 'Login' button.
and cast your vote.
i) After you click on the 'Login' button, the home page
2. If you are using NSDL e-Voting system for the of e-Voting will open.
first time, you will need to retrieve the ‘initial
password’ which was communicated to you. Step 2: Cast your vote electronically on NSDL e-Voting
Once you retrieve your ‘initial password’, you system.
need to enter the ‘initial password’ and the a) After successful login at Step 1, you will be able to
system will force you to change your password. see the home page of e-Voting. Click on e-Voting.
Then, click on Active Voting Cycles.
3. How to retrieve your ‘initial password’?
b) After click on Active Voting Cycles, you will be
(i) If your email ID is registered in your demat able to see all the companies “EVEN” in which you
account or with the Company, your ‘initial are holding shares and whose voting cycle is in
password’ is communicated to you on your active status.
email ID. Trace the email sent to you from
c) Select “EVEN” of company for which you wish to
NSDL from your mailbox. Open the email
cast your vote.
and open the attachment i.e. a .pdf file.
Open the .pdf file. The password to open d) Now you are ready for e-Voting as the Voting
the .pdf file is your 8-digit client ID for page opens.
NSDL account, last 8 digits of client ID for e) Cast your vote by selecting appropriate options
CDSL account or folio number for shares i.e. assent or dissent, verify/modify the number
held in physical form. The .pdf file contains of shares for which you wish to cast your vote
your ‘User ID’ and your ‘initial password’. and click on “Submit” and also “Confirm” when
prompted.
(ii) If your email ID is not registered, please
f) Upon confirmation, the message “Vote cast
follow steps mentioned below in process
successfully” will be displayed.
for those shareholders whose email ids are
not registered g) You can also take the printout of the votes cast
by you by clicking on the print option on the
f) If you are unable to retrieve or have not received confirmation page.
the ‘Initial password’ or have forgotten your h) Once you confirm your vote on the resolution, you
password: will not be allowed to modify your vote.
1. Click on “Forgot User Details/Password?”(If
you are holding shares in your demat account General Guidelines for shareholders
with NSDL or CDSL) option available on
a) It is strongly recommended not to share your
www.evoting.nsdl.com.
password with any other person and take utmost
2. “Physical User Reset Password?” (If you care to keep your password confidential. Login
are holding shares in physical mode) option to the e-voting website will be disabled upon
available on www.evoting.nsdl.com. five unsuccessful attempts to key in the correct
password. In such an event, you will need to go
3. If you are still unable to get the password by through the “Forgot User Details/Password?” or
aforesaid two options, you can send a request “Physical User Reset Password?” option available
at [email protected] mentioning your demat on www.evoting.nsdl.com to reset the password.
account number/folio number, your PAN, your
name and your registered address. b) In case of any queries, you may refer the Frequently
Asked Questions (FAQs) for Shareholders and
4. Members can also use the OTP (One Time e-voting user manual for Shareholders available at
Password) based login for casting the votes on the download section of www.evoting.nsdl.com or
the e-Voting system of NSDL. call on toll free no.: 1800-222-990 or send a request
to (Name of NSDL Official) at [email protected]

010 Creating Hope Since 85 Years

 Notice

Process for those shareholders whose email b) Alternatively member may send an e-mail request
IDs are not registered with the depositories for to [email protected] for obtaining User ID and
procuring user id and password and registration Password by proving the details mentioned in Point
of email ids for e-voting on the resolutions set out (1) or (2) as the case may be.
in this notice:
THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING
a) In case shares are held in physical mode please ON THE DAY OF THE AGM ARE AS UNDER:
provide a signed request letter mentioning
folio no., name of shareholder, scanned copy a) The procedure for e-Voting on the day of the AGM
of the share certificate (front and back), is same as the instructions mentioned above for
self-attested scanned copy of PAN card and remote e-voting.
Aadhaar/ Utility bill (not older than 3 months) Card b) Only those Members/ shareholders, who will be
by email to [email protected]. present in the AGM through VC/OAVM facility and
In case shares are held in demat mode, please have not casted their vote on the resolutions through
provide DPID-CLID (16 digit DPID + CLID or remote e-Voting and are otherwise not barred from
16 digit beneficiary ID), Name, client master doing so, will be eligible to vote through e-Voting
or copy of Consolidated Account statement, system in the AGM.
self-attested scanned copy of PAN and c) The details of the person who may be contacted
Aadhaar/ Utility bill (not older than 3 months) to for any grievances connected with the facility for
[email protected]. e-Voting on the day of the AGM will be the same
person mentioned for remote e-voting.

011
STATEMENT SETTING OUT ALL MATERIAL FACTS CONCERNING THE BUSINESS(ES) TO BE DEALT AT
THE ENSUING ANNUAL GENERAL MEETING AS STATED IN THE NOTICE DATED 15th MAY, 2020:
[Pursuant to Section 102 of the Companies Act, 2013]

Item No. 1 and 2: Ordinary Resolution The Board recommends the resolutions at Item Nos. 1
and 2 for approval of the members of the Company.
In terms of the provisions of section 129 of the Companies
Act, 2013, (the Act) the Company submits its standalone None of the directors and key managerial personnel and
and consolidated financial statements for the financial their relatives are in any way, financially or otherwise,
year under review for adoption by members at the interested or concerned in these resolutions except as
annual general meeting. a member to the extent of their shareholding in the
Company.
The Board of Directors (also referred to as the Board),
on the recommendation of the Audit Committee, has
approved the standalone and consolidated financial Item No. 3: Ordinary Resolution
statements for the year ended 31st March, 2020.
In terms of the provisions of section 152 of the Act at least
Detailed elucidations of the financial statements have
two-thirds of the total number of directors (excluding
been provided under various sections of the Annual
independent directors), shall be liable to retire by
Report, including the Board’s Report, the Management
rotation, out of which at least one-third of the total
Discussion and Analysis Report and the Financial Capital
number of such directors shall retire at every AGM. In
section of the Integrated Report.
compliance with this requirement, Mr S Radhakrishnan,
The standalone and consolidated financial statements Non-Executive Director of the Company, would be
of the Company along with the reports of the Board of liable to retire at the ensuing AGM. Being eligible Mr S
Directors and Auditors thereon: Radhakrishnan has offered himself for re-appointment.

o have been sent to the members on their registered Mr S Radhakrishnan has been with Cipla for over 35
email address; years and has played a pivotal role in the overall journey
and growth of the organisation. Mr S Radhakrishnan
o have been uploaded on the website of the retired from the position of whole-time director in
Company, i.e. www.cipla.com under the Investors November 2017 but continued as non-executive director
section; and of the Company. His detailed profile is available on the
website of the Company, i.e. www.cipla.com under the
o will be available for electronic inspection without Investors section and has also been disclosed in the
any fee by the member. Report on Corporate Governance forming part of the
Annual Report. Details as required under regulation
The auditor has issued an unmodified report on the
26(4) and 36(3) of the SEBI Listing Regulations and the
financial statements and has confirmed that both,
Secretarial Standard 2 and other applicable provisions
standalone and consolidated financial statements,
are provided in Annexure 1 to the explanatory statement.
represent a true and fair view of the state of affairs of
the Company. Mr S Radhakrishnan has confirmed to accept the re-
appointment and continue to serve as non-executive
The Board has selected such accounting policies and director in terms of the provisions of section 152(5) of
applied them consistently and made judgements and the Act vide letter dated 7th May, 2020.
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Based on performance evaluation and the
Company as on 31st March, 2020 and of the profit of the recommendation of the Nomination and Remuneration
Company for the year ended 31st March, 2020. Committee, the Board recommends resolution at
Item No. 3 relating to the re-appointment of Mr S
In case members have any query or question on the Radhakrishnan as director liable to retire by rotation,
financial statements, they are requested to send the for approval of the members as ordinary resolution.
queries/questions to the Company Secretary at the
email id [email protected] by 26th August, 2020 Except Mr S Radhakrishnan, none of the directors and
to enable the management to respond to these queries key managerial personnel of the Company and their
objectively at the AGM. relatives are concerned or interested, financially or
otherwise, in this resolution.

012 Creating Hope Since 85 Years

 Notice

Item No. 4: Ordinary Resolution Ms Naina Lal Kidwai as an independent director for a
second term of five years as proposed in the respective
In terms of the provisions of the Act the Board of resolution. The independent directors will not be liable
Directors of the Company is authorised to declare to retire by rotation in terms of the provisions under
interim dividend out of the surplus profits. Section 152(6) of the Act.

The Board of Directors at its meeting held on 12th March, The Company has received all statutory disclosure/
2020, approved payment of interim dividend of H 3 per declarations from Ms Naina Lal Kidwai including her
equity share and one-time special dividend of H 1 per consent to act as a director, a declaration to the effect
equity share of face value of H 2 each. The total dividend that she meets the criteria of independence under
approved was H 4 per equity share (i.e. 200%) of face section 149(6) of the Act and Regulation 16(1) of the SEBI
value of H 2 each. Listing Regulations; and that she is not disqualified from
being appointed as an independent director in terms of
The interim dividend and the one-time special dividend
section 164 of the Act.
were paid to the members as on the record date i.e.
20 th March, 2020, within 30 days of the date of the Board The detailed profile of Ms Naina Lal Kidwai is available
meeting. on the website of the Company www.cipla.com in the
Investors section and has also been disclosed in the
The dividend was credited electronically to the bank
Report on Corporate Governance forming part of the
account of the eligible members, who had provided
Annual Report. Details as required under regulation
valid and requisite bank details on or before the record
26(4) and 36(3) of the SEBI Listing Regulations and the
date. Due to the pan-India lockdown on account of
Secretarial Standard – 2 and other applicable provisions
the Covid-19 global pandemic, for other members the
are provided in Annexure 1 to the explanatory statement.
demand draft/ dividend warrant will be dispatched
A copy of the draft letter of appointment setting out the
once the postal and courier services are operational.
terms and conditions of appointment of independent
The Board proposes to approve the Interim dividend directors is available on website of the Company for
and special dividend as final dividend and accordingly electronic inspection without any fee by the members.
recommend resolution at item No. 4 for approval of the
Based on performance evaluation and the
members of the Company.
recommendation of the Nomination and Remuneration
None of the directors and key managerial personnel Committee, the Board recommends resolution no. 5 for
and their relatives are in any way, financially or approval of members by way of a special resolution.
otherwise, interested or concerned in the resolution In the opinion of the Board, Ms Naina Lal Kidwai fulfills
except as a member to the extent of their shareholding the criteria of independence as specified in the Act and
in the Company. rules made thereunder and the SEBI Listing Regulations.

Except for Ms Naina Lal Kidwai, none of the other

Item No. 5: Special Resolution directors and key managerial personnel of the Company
and their relatives are concerned or interested,
In compliance with the provisions of sections 149, 152 &
financially or otherwise, in the resolution.
Schedule IV of the Act and rules made thereunder as
amended, the Company had appointed Ms Naina Lal
Kidwai (DIN: 00017806) as an independent director for a Item No. 6: Ordinary Resolution
term of five consecutive years w.e.f. 6th November, 2015
at the 80 th Annual General Meeting of the Company The members had approved the appointment of
held on 28th September, 2016. She will be completing her Ms Samina Hamied as the whole-time director
first term of appointment as an independent director on designated as Executive Director of the Company,
5th November, 2020 and is eligible for appointment for for five years commencing from 10 th July, 2015. She
another term of five consecutive years. was subsequently elevated as the Executive Vice-
Chairperson of the Company by the Board of Directors
In view of the valuable contributions made by Ms Naina (Board) effective 1st September, 2016. The terms of
Lal Kidwai and based on the positive outcome of the appointment and remuneration were revised effective
performance evaluation report, regular attendance at from 1st April, 2017 for the remainder tenure i.e. upto
the meetings and recommendation of the Nomination 9th July, 2020, vide shareholder resolution passed at
and Remuneration Committee, the Board of Directors the annual general meeting of the Company held on
of the Company recommends the re-appointment of 11th August, 2017.

013
Based on the recommendation of the Nomination and B. Commission (to be paid annually after end of the
Remuneration Committee, the Board at its meeting financial year):
held on 15th May, 2020, subject to the approval of
the members, re-appointed Ms Samina Hamied as a Such sum as may be determined by the Board
whole-time director, designated as Executive Vice- from time to time provided however that the total
Chairperson, for a further period of five years w.e.f. Commission payout in any financial year shall not
10 th July, 2020, on terms and conditions, as hereinafter exceed 0.20% of the net profit calculated as per
indicated. In terms of the provisions of section 152 of the sections 197 and 198 of the Act.
Act, Ms Samina Hamied has accepted the appointment
and has confirmed that she is not disqualified from being C. Perquisites:
appointed as whole-time director in terms of sections
164 and 196 of the Act and has disclosed her interest in As per the Company’s policy(ies) or as may be
terms of section 184 and other applicable provisions of approved by the Board from time to time, provided
the Act. however that the aggregate value of the perquisites
will not exceed 30% of the fixed salary in any
As Executive Vice-Chairperson, she is responsible for financial year.
engaging with the management and monitoring key
initiatives in line with Cipla’s strategic and business D. Retirement benefits:
performance. She has also been responsible to build and
nurture Cipla’s relationship with key industry and non- Gratuity, superannuation funds and other benefits
industry stakeholders across priority markets to bolster as per policy(ies) of the Company.
reputation, reinforce the vision, communicate strategy
and strengthen partnerships, board and governance If in any financial year, during the currency of tenure
issues, among others. of Ms Samina Hamied, the Company has no profits,
or its profits are inadequate, Ms Samina Hamied
Ms Hamied is involved in various strategic
initiatives and has been playing a pivotal role in the will be entitled to fixed salary and perquisites as the
Company’s transformational journey. Besides, she minimum remuneration.
is leading diverse people strategies and leadership
II. Other Terms & Conditions:
development initiatives. In her tenure as an Executive
Vice-Chairperson, she has been instrumental in a) Ms Samina Hamied, Executive Vice-Chairperson,
incubating and shaping Cipla’s Consumer Healthcare
shall
business as a part of Cipla New Ventures and had led
global strategic alliances. Before joining the Company, o Adhere and comply with all by-laws, code
she had worked at various positions with Goldman Sachs of conduct(s), policies, procedures, rules,
in its investment and management division. regulations of the Company and statutory laws,
In terms of the provisions of sections 196, 197, 198, 203, as are applicable from time to time.
Schedule V and other applicable provisions, if any,
o Be entitled to reimbursement of all legitimate
of the Act and the rules made thereunder and/or any
expenses incurred by her while performing
other law, rules and regulations, re-appointment of Ms
her duties and such reimbursement will not be
Samina Hamied as a whole-time director and payment
considered as remuneration.
of remuneration requires approval of the members.
o Be subject to the covenants of non-compete,
The broad particulars of the terms of re-appointment
non-solicit and reasonable restrictions
of and remuneration payable to Ms Samina Hamied are
necessary to protect legitimate interests of the
as under:
Company as may be mutually agreed between
I. Remuneration: the Company and Ms Samina Hamied.

A. Fixed salary inclusive of basic salary, allowances, b) This appointment may be terminated by giving
employer’s contribution to PF, ex-gratia, onetime three months’ notice or pro-rata fixed salary in lieu
incentives, etc. (payable on a monthly basis): of the notice period.

H4,40,00,000/- per annum or such other amount The remuneration proposed above is enabling one
as may be determined by the Board of the and sets out the maximum amount that can be paid to
Company, from time to time provided that the total Ms Samina Hamied in any year during her tenure i.e.
fixed salary in any financial year will not exceed from 10 th July, 2020 to 9 th July, 2025 with the approval of
H7,50,00,000/-. the Board.

014 Creating Hope Since 85 Years

 Notice

The Board recommends the resolution as set out in with the lead managers, placement agents and such
Item No. 6 for approval of the members as an ordinary other agency or agencies as may be required to be
resolution. The terms as set out in the resolution and the consulted by the Company, considering the prevailing
explanatory statement will be treated as an abstract of market conditions and in accordance with the applicable
the terms of appointment and remuneration as set out in provisions of the law and other relevant factors and
the letter of appointment issued to Ms Samina Hamied will be in accordance with the terms approved by the
in terms of Section 190 of the Act. A copy of the letter members in the proposed resolution.
of appointment setting out the terms and conditions is
available for electronic inspection without any fee by The pricing of the specified securities will be as per
the members. the pricing guidelines mentioned under applicable
provisions of the Securities and Exchange Board of
The detailed profile of Ms Samina Hamied is available India (Issue of Capital and Disclosure Requirements)
on the website of the Company www.cipla.com in the Regulations, 2018 (the “SEBI ICDR Regulations”) and as
Investors Section and has also been disclosed in the mentioned in the resolution. The price at which the other
Report on Corporate Governance forming part of the securities will be issued, will be determined by the Board
Annual Report. Details as required under regulation of the Company in accordance with the applicable laws
36(3) of the SEBI Listing Regulations and the Secretarial and as mentioned in the resolution.
Standard – 2 and other applicable provisions are
provided in Annexure 1 to the explanatory statement. The proceeds of the proposed issue will be utilised for
any of the aforesaid purposes to the extent permitted
Except Dr Y K Hamied, Mr M K Hamied and Ms Samina by law. The equity shares allotted or arising out of
Hamied, and their relatives, none of the directors or conversion of any securities would be listed. The issue,
key managerial personnel of the Company and their allotment and conversion would be subject to the
relatives are concerned or interested, financially or availability of the requisite regulatory approvals, if any.
otherwise, in the proposed resolution.
The Company may also raise funds through issuance
of debt securities. As per the provisions of the Act,
Item No. 7: Special Resolution the Companies are not required to seek shareholders’
approval for issuance of debt Securities in case the
The Company may require funds in order to meet capital
issue is within the borrowing limit under section 180(1)
expenditure requirements for ongoing and future
(c) of the Act.
projects of the Company and its subsidiaries, for the
expansion of existing business, for entering new lines of None of the promoters and the key managerial
business, introducing new products, enhancing research personnel of the Company will subscribe to the offer, if
and development, working capital requirements, debt made under Chapter VI of the SEBI ICDR Regulations.
repayments including repayment of any existing or
future debt incurred for any purpose including for The above proposal is in the interest of the Company,
paying off any liability, investments including amongst and the Board of the Company thus recommends the
others, in subsidiary companies, general corporate resolution at Item No. 7 for approval of the members of
purposes including but not limited to pursuing new the Company as a special resolution.
business opportunities, acquisitions, alliances, etc. and
None of the directors or key managerial personnel and
such other purpose as may be determined by the Board,
their relatives are in any way, financially or otherwise,
from time to time.
interested or concerned in this resolution, except to the
The Company is therefore seeking enabling approval of extent of their shareholding in the Company.
the members to access the capital market through public
issue or on a private placement (including qualified Item No. 8: Ordinary Resolution
institutions placement) basis to create, offer, issue and
The Board, on the recommendation of the Audit
allot equity shares or other securities convertible into
Committee, has approved the appointment of Mr D H
equity shares of the Company or any combination
Zaveri as the Cost Auditor to audit the Company’s cost
thereof and as mentioned in the resolution in one or
records for the financial year ending 31st March, 2021
more tranches up to an aggregate amount of H3,000
at a remuneration of H11,00,000/- (Rupees eleven lakh
crore.
only) plus applicable taxes as well as the reimbursement
The detailed terms and conditions for the offer of above of reasonable out-of-pocket expenses on actual basis.
securities will be determined by the Board in consultation

015
In accordance with the provisions of section 148 of the None of the directors or key managerial personnel and
Act read with the Companies (Audit and Auditors) Rules, their relatives are concerned or interested, financially
2014, the remuneration payable to the Cost Auditor is or otherwise, in the resolution, except to the extent of
required to be ratified by the members of the Company. their shareholding in the Company.

In compliance with the above requirements, approval of By Order of the Board of Directors
the members is sought for passing an ordinary resolution
for ratification of the remuneration payable to the Cost
Auditors for the financial year 31st March, 2021. Sd/-
Rajendra Chopra
The Board recommends the resolution for approval of Date: 15th May, 2020 Company Secretary
members as an ordinary resolution. Place: Mumbai Membership Number: A12011

016 Creating Hope Since 85 Years

 Notice

ANNEXURE 1
PROFILE OF DIRECTORS
[Pursuant to Regulation 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standard – 2 on General Meetings]

Mr S Radhakrishnan Ms Naina Lal Kidwai Ms Samina Hamied

Director Identification 02313000 00017806 00027923
Number (DIN)
Age 63 years 63 years 44 years
Original Date of 12 November, 2010
th
6 November, 2015
th
10 th July, 2015
Appointment
Qualification Qualified Chartered MBA from Harvard Business MSc in International
Accountant School Accounting and Finance
from The London School
of Economics and
Political Science
Experience and Global Economics, Global Economics, Global Economics,
Expertise Corporate governance, Corporate governance, Corporate governance,
General Management, HR General Management, HR General Management,
and leadership, Finance, and leadership, Finance, HR and leadership,
Accounts, Sales, Marketing, Accounts, Sales, Marketing, Finance, Accounts,
Commercial M&A and Commercial M&A and Sales, Marketing,
Business Development Business Development Commercial M&A and
Business Development
Remuneration last Mentioned in the Report on Corporate Governance
drawn (including sitting
fees)
Number of Board Mentioned in the Report on Corporate Governance
meetings attended
during FY 19-20
Shareholding (Equity 2,42,321 (0.03%) Nil 1,79,09,500 (2.22%)
Shares)
Relationship with other Not related to any directors / KMP Daughter of Mr M K
directors and KMP Hamied, Non-Executive
Vice-Chairman;
and niece of Dr Y K
Hamied, Non-Executive
Chairman
Member/ Chairperson Member Chairperson Chairperson
of Committees of the o Audit Committee Stakeholders' Relationship o Operations and
Company Committee
o Corporate Social Remuneration
Responsibility Committee Member Committee
o Operations and o Audit Committee o Investment and
Administrative Committee o Investment and Risk Risk Management
o Stakeholders Relationship Management Committee Committee
Committee
o Investment and Risk
Management Committee

017
 Mr S Radhakrishnan Ms Naina Lal Kidwai Ms Samina Hamied
Directorships held in Jay Precision o Max Financial Services o Cipla Health Limited
other companies Pharmaceuticals Private Limited
Limited o Larsen and Toubro Limited
o Nayara Energy Limited
o LafargeHolcim Limited
o Vadinar Oil Terminal
Limited
Membership of Audit Committee Audit Committee Audit Committee
Committees held in Jay Precision o Max Financial Services o Cipla Health Limited
other Indian companies Pharmaceuticals Private Limited
Limited
o Nayara Energy Limited
Nomination and Nomination and
Remuneration Committee Remuneration Committee
Jay Precision
o Vadinar Oil Terminal
Pharmaceuticals Private
Limited
Limited
Banking and Finance
Committee
o Nayara Energy Limited
Corporate Social
Responsibility Committee
o Max Financial Services
Limited
Health, Safety and
Sustainability Committee
o LafargeHolcim Limited
Risk and Compliance Review
Committee
o Max Financial Services
Limited
Chairpersonship of None Audit Committee None
Committees held in o Vadinar Oil Terminal
other Indian companies Limited
Nomination and
Remuneration
Committee
o Max Financial Services
Limited
o Nayara Energy Limited
Corporate Social
Responsibility Committee
o Nayara Energy Limited
o Vadinar Oil Terminal
Limited

018 Creating Hope Since 85 Years