NOTICE OF ANNUAL GENERAL MEETING

Transcription

1 SYMBIOTEC PHARMALAB PVT. LIMlfJD Formerly Known as Symbiotec Pharmalab Ltd. 385/2. Pigdamber, Rau, Indore (M.P.) INDIA Tel. : Fax : ID : symbiotec@symbiotec.m http : \n CIN:U24232MP2002PTC NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Thirteenth Annual General Meeting of the members of Symbiotec Pharmalab Private Limited will be held on Thursday, September 24, 2015 at A.M. at the registered office of the Company at 385/2, Pigdamber, Rau , Indore, Madhya Pradesh to transact the following business (es): ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2015 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon. 2. To ratify the appointment of Statutory Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modifications), the following resolution as an ORDINARY RESOLUTION: "RESOLVED THAT pursuant to the provisions of Section 139 to 142 and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s Mahesh C. Solanki & Co Chartered Accountants (Firm reg. No C) & S R B C & CO. LLP, Chartered Accountants (Firm reg. No E) are be and hereby re-appointed as joint auditors of the Company for the financial year and to hold office from the conclusion of

2 this Annual General Meeting up to the conclusion of the next Annual General Meeting and that the Board of Directors be and are hereby authorised to fix the remuneration that may be paid in respect of the audit" RESOLVED FURTHER THAT the Board of Directors and/ or Company Secretary of the Company be and is hereby authorised to do all such acts/ deeds, matters and things as may be necessary to implement this resolution." SPECIAL BUSINESS: 3. To consider, and if thought fit, to pass, with or without modification^), the following resolution as an ORDINARY RESOLUTION: RE-APPOINTMENT OF MR. ANIL SATWANI AS MANAGING DIRECTOR "RESOLVED THAT pursuant to the provision of section 196 other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Articles of Association of the Company, Mr, Anil Satwani (DIN: ) be and is hereby re-appointed as Managing Director of the Company for the period commencing from 1st November, 2015 till 31st October 2020, on the terms and conditions as per employment agreement dated 21st October, 2013 read with the supplemental agreement dated 1st January, 2015 (jointly called the employment agreement) or/and any other employment agreement agreed between the Company and Mr. Anil Satwani from time to time. RESOLVED FURTHER THAT the supplemental agreement dated 1st January, 2015 with Mr. Anil Satwani, be and is hereby approved. RESOLVED FURTHER THAT the terms and conditions of the re-appointment of Mr. Anil Satwani may be subject to review of the Board in its subsequent meeting(s) and subject to such approval as may be required under the Companies Act, 2013 or under the Articles of Association of the Company or under any other law for the time being in force.

3 RESOLVED FURTHER THAT any Director of the Company be and are hereby SEVERALLY authorized to digitally sign any e- form(s)/declarations/submissions and/or other relevant information to be filed with the Registrar of Companies, Gwalior and/or any other similar statutory regulatory authority (ies) and file the same and to do all such acts, deeds and things as may be required or considered necessary or incidental thereto." RESOLVED FURTHER THAT the Board of Directors and/or Company Secretary and/or Chief Financial Officer of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary to implement this resolution." 4. To consider, and if thought fit, to pass, with or Tvithout modification^), the following resolution as a ORDINARY RESOLUTION: TO APPROVE AND RATIFY THE REMUNERATION OF THE COST AUDITOR(S) FOR THE FINANCIAL YEAR ENDING ON 31ST MARCH, 2016 "RESOLVED THAT the Shareholders hereby ratify the actions of the Board of Directors pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, for remuneration at Rs. 40,000 plus applicable service tax and out of pocket expenses of M/s M.P. Turakhia & Associates, Indore, Cost Auditor to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2016." 5, To consider, and if thought fit, to pass, with or without modifications), the following resolution as a SPECIAL RESOLUTION: AUTHORIZATION FOR RELATED PARTY TRANSACTIONS "RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and subject to such approvals, consents, sanctions and permissions as may be necessary, the consent of the Shareholders be and is hereby accorded to the Board of Directors (hereinafter referred

4 as 'Board' which term shall include a Committee thereof authorized for the purpose) of the Company to enter into contracts and/or arrangements with Related Parties as defined under the Act with respect to sale, purchase, or supply of any goods or materials, selling or otherwise disposing of, or buying, leasing of property of any kind, availing or rendering of any services, appointment of agent for purchase or sale of goods, materials, services or property or appointment of such related party to any office or place of profit in the Company or its subsidiary or associate Company or any other transaction of whatever nature with related parties upto an aggregate amount of Rs. 2 Crore. RESLOVED FURTHER THAT the limit of Rs, 2 Crore shall not apply for the related parties mentioned under sub-clause (viii) of clause (76) of section 2 of the Companies Act, 2013 as specifically exempted by the Notification of Ministry of Corporate Affairs dated June 05, 2015 RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, matters and things that may be necessary, proper, expedient or incidental thereto for the purpose of giving effect to this Resolution. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to determine the actual sums to be involved in the proposed transactions and the terms & conditions related thereto and all other matters arising out of or incidental to the proposed transactions and generally to do all such acts, deeds, matters and things that may be necessary, proper, expedient or incidental thereto for the purpose of giving effect to this resolution."

5 6. To consider, and if thought fit, to pass, with or without modification^), the following resolution as a SPECIAL RESOLUTION: RATIFICATION OF REMUNERATION OF MRS. KASHISH SATWANI, MR. SUSHIL SATWANI AND KANAK SATWANI FOR F.Y : "RESOLVED THAT pursuant to the provisions of section 188 read with sub-section 76 of section 2 further read with sub-section 77 of section 2 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 including any statutory modification(s) or re-enactment thereof and the Memorandum and Articles of Association of the Company, the annual remuneration given to Mrs. Kashish Satwani, Mr. Sushil Satwani and Mrs. Kanak Satwani of Rs. 13,20,000, Rs. 29,92,260 and Rs. 16,07,748 respectively during the financial year be and is hereby ratified and approved. RESOLVED FURTHER THAT any director and/ or Chief Financial Officer of the Company be and is hereby authorized to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution/' 7. To consider, and if thought fit, to pass, with or without modification^), the following resolution as a SPECIAL RESOLUTION: APPROVAL OF REMUNERATION OF MRS. KASHISH SATWANI AND MR. SUSHIL SATWANI FOR F.Y : "RESOLVED THAT pursuant to the provisions of section 188 read with sub-section 76 of section 2 further read with sub-section 77 of section 2 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 including any statutory modification(s) or re-enactment thereof and the Memorandum and Articles of Association of the Company and the annual remuneration of Rs. 14,40,000 to Mrs. Kashish Satwani in the capacity of President (HR & Admin) and Rs. 46,00,001 to Mr. Sushil Satwani in the capacity of Director-Commercial, proposed to be paid for the

6 financial year be and is hereby approved and the remuneration given till present for F.Y be and is hereby ratified. RESOLVED FURTHER THAT any director and/ or Chief Financial Officer of the Company be and is hereby authorized to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution." L NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING, INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. Instrument of proxies in order to be effective must be lodged with Company not less than 48 hours before the commencement of the meeting. A form of proxy and Admission Slip is enclosed. " 3. Corporate Members intending to send their Authorized Representatives to attend the meeting are requested to send a certified copy of Board Resolution authorising their representatives to attend and vote on their behalf at the meeting in accordance with the provisions of Section 113 of the Companies Act, An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Special Business (es) to be transacted at the Meeting is annexed hereto. 5. Members/ Proxies are requested to bring their duly filled in attendance slip along with their copy of Annual Report to the Meeting.

7 6. Members who hold shares in physical form are requested to notify immediately any change in their addresses to the Company. 7. Members who have not registered their address so far are requested to register their address for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically. 8. Members seeking any information relating to the accounts shall write to the Company at least 10 days before the date of the meeting, so as to enable the management to keep the information ready at or 9. The Annual Report is also available at the Company's website All documents referred to in the accompanying notice are available for inspection at the Registered Office of the Company on all working days during business hours upto the date of the Annual General Meeting. By Order of the Board of Directors For Symbiotec Pharmalab Private Limited (Formerly Known a^jsynibiotec Pharmalab Limited) Date: September 02, 2015 Place: Indore iad Yawar Usmai Company Secretary Membership No. A , M.G Road, Mhow Madhya Pradesh, India

8 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 3: RE-APPOINTMENT OF MR. ANIL SATWANI AS MANAGING DIRECTOR Pursuant to the provision of section 196 other applicable provisions, if any, of the Companies Act, 2013 read with Article 3.1 and 54.6 of the Articles of Association of the Company, Mr. Anil Satwani is proposed to be re-appointed as the Managing Director of the Company by the Board of Directors for a period of 5 years commencing from 1st November, 2015 till 31st October 2020, on the terms and conditions as per employment agreement dated 21st October, 2013 read with the supplemental agreement dated 1st January, 2015 or/and any other employment agreement agreed between the Company and Mr. Anil Satwani from time to time. In accordance with the requirements of Section 196 of the Companies Act, 2013, the Company can appoint Mr. Anil Satwani as the Managing Director only for a period not exceeding a term of 5 years at a time. Mr. Anil Satwani was previously elected as the Managing Director on 1st of November, 2010 and he is also the promoter director of the Company. Therefore, as the term of Mr. Anil Satwani is expiring on 31st October, 2015 it is recommended to the members that he shall be re-appointed as the Managing Director of the Company considering his expertise and experience in the sectors our Company is operating and the growth and performance the Company has attained under his supervision. Further, the Board of Directors of your Company in their meeting held on October 31, 2014, had also revised the remuneration of Mr. Anil Satwani pursuant to clause 4 of Employment agreement executed between the company and Mr. Anil Satwani- Managing Director on 21st October 2013 which requires the remuneration of Managing Director need to be reviewed on annual basis by the Board. The remuneration has been revised considering the present industry trend, skills, expertise, and the responsibility that would be and is shouldered by Mr. Anil Satwani. 8

9 Mr. Anil Satwani is 46 years of age and has a vast experience of around 20 years in the pharmaceutical sector and had done B.Sc in Chemistry, Masters in Business Administration in the finance field and a further qualification of Masters of Arts in the field of Economics. He holds 4,50,000 Equity Shares in the Company and been present in all the Board Meetings held during the Financial Year Further, as per clause 7.8 of the Share Subscription and Shareholders Agreement Mr. Anil Satwani should be re-appointed as his employment contract can only terminated by the Company for Cause. Your Directors recommend the resolution for approval of the Members as a Ordinary Resolution. None of the Directors and Key Managerial Personnel of the Company or their relatives is in any way concerned or interested in the said resolution except Mr. Anil Satwani being interested to the extent of his re-appointment. ITEM NO. 4: TO APPROVE AND RATIFY THE REMUNERATION OF THE COST AUDITORS) FOR THE FINANCIAL YEAR ENDING ON 31ST MARCH, 2016 The Company is directed under Section 148 of the Act to have the audit of its cost records conducted by a Cost Accountant in Practice. The Board of your Company in their Meeting held on 24th July, 2015 has approved the re-appointment of M/s. M.P. Turakhia & Associates, Indore as the Cost Auditors of the Company to conduct audit of cost accounting records maintained by the Company for bulk drugs manufactured by the Company for the year ending on 31st March, 2016 at a remuneration of Rs. 40,000/- plus service tax and out-of-pocket expenses. M/s, M.P. Turakhia & Associates have furnished a certificate regarding their eligibility for appointment as Cost Auditors of the Company. M/s. M.P. Turakhia & Associates,

10 Indore, have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act 1956 and also under the Companies Act/ The Board has approved the remuneration of Rs. 40,000 plus out-of-pocket expenses to M/s. M.P. Turakhia & Associates, Indore as the Cost Auditors and the ratification of the shareholders is sought for the same by an Ordinary Resolution. The Board of Directors of your Company recommends the resolution for the approval of the Members as a Ordinary Resolution. None of the Directors and Key Managerial Personnel of the Company or their relatives is in any way concerned or interested in the said resolution. ITEM NO. 5: AUTHORIZATION FOR RELATED PARTY TRANSACTIONS Pursuant to Section 188 of the Companies Act, 2013 and other applicable provisions of the Companies Act 2013, if any, the Company can enter into transaction mentioned under aforesaid resolution, which are not in the ordinary course of business and/or are not on arm length basis, only with the approval of the Shareholders accorded by way of a Special Resolution. Though, your Company always seeks to enter into transactions with related parties in the ordinary course of business and at arm's length basis; still there may be some such transactions which are done in the interest of the Company and thought fit by the Board and for which your approval is required under the provisions of the Companies Act, Therefore, the approval of members is asked for related party transaction upto Rs. 2 Crore. Although the transaction with the related parties mentioned under sub-clause (viii) of clause (76) of section 2 of the Companies Act, 2013 upto any amount will not be requiring any approval of the members as they are now specifically exempted by the Notification of Ministry of Corporate Affairs dated June 05,

11 The proposal outlined above is in the interest of the Company and the Board recommends the resolution set out in the accompanying Notice as Special Resolution. The Board of Directors of your Company recommends the resolution for the approval of the Members as a Special Resolution. The Memorandum & Articles of Association is kept open for inspection for the Members of the Company during business hours. Except Directors and Key Managerial Personnel's of the Company who are/may be Directors/Shareholders in one or more Persons/Bodies Corporate described hereinabove, no other Director and Key Managerial Personnel of the Company is concerned or interested in the said resolution. ITEM NO. 6 & 7: RATIFICATION OF REMUNERATION OF MRS. KASHISH SATWANL MR. SUSHIL SATWANI AND KANAK SATWANI FOR F.Y & APPROVAL OF REMUNERATION OF MRS. KASHISH SATWANI AND MR. SUSHIL SATWANI FOR F.Y : The members are informed that section 188 of the Companies Act, 2013 talks about the approval required in order for entering into related party transactions. The section provides for the various transactions which cannot be entered into by the Company without the consent of the shareholders of the Company. Meaning thereby unless the shareholders have given their consent by way of a special resolution at a general meeting, the company cannot enter into the prescribed transactions. One such prescribed transaction is "related party's appointment to any office or place of profit in the Company, its Subsidiary Company or Associate Company". : The members are further informed that Mrs. Kashish Satwani, Mr. Sushil Satwani and Mrs. Kanak Satwani being the relative of Mr. Anil Satwani holds office/place of place of profit in the Company and also derived remuneration or Rs. 13,20,000, Rs. 29,92,260 and ii

12 Rs, 16,07,748 respectively from the Company during the F.Y , therefore the said transaction falls within the preview of section 188 of the Companies Act, 2013 and needs the approval of the approval of the shareholders before giving such remuneration. The said transaction was not placed before the general meeting before giving such remuneration for F.Y , but is now proposed to be approved and ratified by the shareholders. Mrs. Kanak Satwani although is not a related party as per the Companies Act, 2013 but she falls under the ambit of related party as per the definition of the related party prescribed under article 3.1 the Articles of Association of the Company. The remuneration paid to the above mentioned persons during the F.Y was given in the following capacity- S.NO. NAME OF THE DESIGNATION NAME OF THE NATURE RELATED PARTY RELATED OF DIRECTOR or RELATION KMP 1. Mrs. Kashish President (HR & Mr. Anil Satwani Wife Satwani Admin) 2. Mr. Sushil Satwani Director-Commercial Mr. Anil Satwani Brother 3. Mrs. Kanak Satwani Senior Manager (F & A) Mr. Anil Satwani Brother's Wife Further, for the F.Y , remuneration for holding of place of profit is proposed to be given only to Mrs. Kashish Satwani and Mr. Sushil Satwani in the capacity as mentioned above in the table and remuneration to Mr. Kanak Satwani was discontinued from F.Y The remuneration for F.Y to Mrs. Kashish Satwani, President (HR & Admin) is proposed to be Rs. 14,40,000 and Rs. 46,00,001 to Mr. Sushil Satwani, Director- 12

13 Commercial. The remuneration for F.Y was approved and ratified by the Board also in their meeting held on 24th July, 2015 and is now proposed to be approved and ratified by the shareholders. Although the transactions entered with the related parties are at arm length and the same comes within the powers of the Board but the approval of the members in respect of the above is sort as a good governance practice. The Board of Directors of your Company recommends the resolution for the approval of the Members as a Special Resolution. The Memorandum &: Articles of Association is kept open for inspection for the Members of the Company during business hours. None of the Directors and Key Managerial Personnel of the Company or their relatives is in any way concerned or interested in the said resolution except Mr. Anil Sativani being interested to the extent of tiie approval and ratification of the remuneration of the above mentioned related parties. By Order of the Bo*rcK>f Directors For Symbiotec Pharmahib Private Limited (Formerjy Known asj^nfbiotec Pharmalab Limited) Date: September 02,2015 Place: Indore Mofiammad Yawar Usmani Company Secretary Membership No. A , M.G Road, Mhow Madhya Pradesh, India 13