Aurobindo Annual Report 2013-14 / 33 Notice Aurobindo Pharma Limited CIN - L24239TG1986PLC015190 Registered Office: Plot No.2, Maitrivihar, Ameerpet, Hyderabad - 500 038 Tel Nos. +91 40 2373 6370 Fax Nos. +91 40 2374 7340 E-mail: info@aurobindo.com Website: www.aurobindo.com NOTICE is hereby given that the Twenty Seventh Annual General Meeting of the Members of Aurobindo Pharma Limited will be held on Wednesday, the 27th day of August 2014 at 3.00 p.m. at Taj Deccan, Road No.1, Banjara Hills, Hyderabad 500 034 to transact the following business: ORDINARY BUSINESS Item 1 - Adoption of Financial Statements To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Report of the Board of Directors and the Auditors thereon. Item 2 - Declaration of Dividend To confirm the first interim dividend of `1.25 and the second interim dividend of `1.75, in aggregate `3 per equity share of `1 each, as dividend for the year 2013-14. Item 3 - Appointment of Director To appoint a Director in place of Mr. M. Madan Mohan Reddy (DIN: 01284266) who retires by rotation and being eligible, seeks re-appointment. Item 4 - Appointment of Director To appoint a Director in place of Mr. K. Nithyananda Reddy (DIN: 01284195) who retires by rotation and being eligible, seeks re-appointment. Item 5 - Appointment of Auditors To appoint the Statutory Auditors and fix their remuneration. of Section 139 and all other applicable the Rules made there under, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Registration No.101049W) who have offered themselves for re-appointment and have confirmed their eligibility in terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014 be and are hereby re-appointed as the statutory auditors of the Company to hold office from the conclusion of the 27th Annual General Meeting to the conclusion of the 30th Annual General Meeting of the Company (subject to ratification of the appointment by the Members at every Annual General Meeting held after this Annual General Meeting) at such remuneration as may be determined by the Board of Directors of the Company." SPECIAL BUSINESS Item 6 - Appointment of Mr. M. Sitarama Murty as an Independent Director To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: of Sections 149, 152 and all other applicable the Rules made there under read with Schedule IV of the Companies Act, 2013, Mr. M. Sitarama Murty (DIN-01694236), Director of the Company in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. M. Sitarama Murty as a candidate for the office of director of the Company be and is hereby appointed as an Independent Director of the Company to hold office up to March 31, 2019, not liable to retire by rotation." Item 7 - Appointment of Dr. D. Rajagopala Reddy as an Independent Director To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: of Sections 149, 152 and all other applicable the Rules made there under read with Schedule IV of the Companies Act, 2013, Dr. D. Rajagopala Reddy (DIN - 01728382), Director of the Company in respect of whom the Company has received a notice in writing from a Member under Section 160 of the
Aurobindo Annual Report 2013-14 / 34 Companies Act, 2013 signifying his intention to propose Dr. D. Rajagopala Reddy as a candidate for the office of director of the Company be and is hereby appointed as an Independent Director of the Company to hold office up to March 31, 2019, not liable to retire by rotation." Item 8 - Appointment of Mr. K. Ragunathan as an Independent Director To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: of Sections 149, 152 and all other applicable the Rules made there under read with Schedule IV of the Companies Act, 2013, Mr. K. Ragunathan (DIN - 00523576), Director of the Company in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. K. Ragunathan as a candidate for the office of director of the Company be and is hereby appointed as an Independent Director of the Company to hold office up to March 31, 2019, not liable to retire by rotation." Item 9 - Approval of the remuneration of the Cost Auditors for the financial year 2014-15 To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: of Section 148 and all other applicable the rules made there under, M/s. Sagar & Associates, the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year 2014-15, be paid a remuneration of `5 lakhs plus service tax with reimbursement of out-of-pocket expenses." By Order of the Board A. MOHAN RAMI REDDY AVP (Legal) & Company Secretary Hyderabad May 30, 2014 Notes 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMESELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of Members up to and not exceeding fifty and holding in the aggregate not more than ten per cent of the total share capital of the Company. Further, a Member holding more than ten per cent, of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or Member. In order to become valid, the proxy forms should be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for holding the meeting. The proxy form is enclosed. 2. A statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the Special Business set out in the Notice is annexed. 3. Relevant documents referred to in the accompanying Notice and the statement is open for inspection by the members at the Registered Office of the Company on all working days during business hours up to the date of meeting of the Company. 4. The Register of Members and Share Transfer Books of the Company will remain closed from August 19, 2014 to August 27, 2014 (both days inclusive). 5. The Board of Directors of the Company has declared first interim dividend @125% i.e. `1.25 per share of `1 each and second interim dividend @175% i.e. `1.75 per share of `1 each for the year 2013-14. The Board of Directors of the Company did not recommend any further dividend for the year 2013-14. 6. Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, the unpaid/unclaimed dividend for the year 2006-07 will be transferred to the Investor Education and Protection Fund of the Central Government on the due date. 7. Members holding shares in physical form are requested to notify immediately any change in their address to the Company's Registrar and Transfer Agents
Aurobindo Annual Report 2013-14 / 35 M/s. Karvy Computershare Private Limited. Members holding shares in electronic form may intimate any such changes to their respective Depository Participants (DPs). 8. Pursuant to the amalgamation of Sri Chakra Remedies Limited (formerly Gold Star Remedies Limited) with Aurobindo Pharma Limited, the erstwhile shareholders of Sri Chakra Remedies Limited, who have not yet exchanged their shares with shares of Aurobindo Pharma Limited, are hereby requested to do so by surrendering the original share certificates of Sri Chakra Remedies Limited/Gold Star Remedies Limited to the Company's Registrar and Transfer Agents, M/s. Karvy Computershare Private Limited. 9. To avoid loss of dividend warrants in transit and undue delay in respect of receipt of dividend warrants, the Company has provided a facility to the Members for remittance of dividend through the Electronic Clearing System (ECS). For this purpose, the details such as, name of the bank, name of the branch, 9-digit code number appearing on the MICR band of the cheque supplied by the bank, account type, account number etc are to be furnished to your DP if the shares are in electronic form or to the Registrar & Transfer Agents, if they are held in physical mode. 10. The annual report for 2013-14 is being sent by electronic mode only to the Members whose Email addresses are registered with the Company/ Depository Participant(s) for communication purpose unless any member has requested for a hard copy of the same. For members who have not registered their Email addresses physical copies of the annual report 2013-14 are being sent by the permitted mode. 11. In terms of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and as per the requirements of the Listing Agreement with the stock exchanges, the Company is providing the facility to its Members holding shares in physical or dematerialized form as on the cut-off date, i.e. July 25, 2014, to exercise their right to vote by electronic means on any or all of the agenda items specified in the accompanying Notice of Annual General Meeting. Details of the process and the manner of E-voting along with the User ID and Password are being sent separately to all the Members along with the Notice. 12. Members may also note that the Notice of the 27th Annual General Meeting and the Annual Report for 2013-14 will be available on the Company's website www.aurobindo.com. The physical copies of the aforesaid documents will also be available at the Company's Registered Office for inspection during normal business hours on working days. Members who require communication in physical form in addition to e-communication, or have any other queries, may write to us at investorgrievences@aurobindo.com. 13. Brief resume of Directors of those proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and membership/ chairmanships of Board Committees and shareholding in the Company as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, are provided in the Corporate Governance Report forming part of the Annual Report. Statement pursuant to Section 102(1) of the Companies Act, 2013 Item 6 Mr. M. Sitarama Murty is a Non-Executive (Independent) Director of the Company. He joined the Board of Directors on September 27, 2007. In terms of Sections 149, 152 and the Rules made there under read with Schedule IV of the Companies Act, 2013, the Board of Directors have reviewed the declaration made by Mr. M. Sitarama Murty that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. The Board is of the opinion that he fulfills the conditions specified in the Companies Act, 2013 and the rules made there under and is independent of the management. Accordingly, it is proposed to appoint Mr. M. Sitarama Murty as an Independent Director of the Company as per the provisions of the Companies Act, 2013. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013 from a Member along with a deposit of `100,000 proposing the candidature of Mr. M. Sitarama Murty for the office of Independent Director. The Resolution seeks the approval of the Members for appointment of Mr. M. Sitarama Murty as an Independent Director of the
Aurobindo Annual Report 2013-14 / 36 Company up to March 31, 2019 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under. He is not liable to retire by rotation. No Director, key managerial personnel or their relatives, except Mr. M. Sitarama Murty, to whom the Resolution relates, is interested or concerned in the Resolution. The Board recommends the Resolution set forth in Item 6 for the approval of the Members. Item 7 Dr. D. Rajagopala Reddy is a Non-Executive (Independent) Director of the Company. He joined the Board of Directors on October 30, 2009. In terms of Sections 149, 152 and the Rules made there under read with Schedule IV of the Companies Act, 2013, the Board of Directors have reviewed the declaration made by Dr. D. Rajagopala Reddy that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. The Board is of the opinion that he fulfills the conditions specified in the Companies Act, 2013 and the rules made there under and is independent of the management. Accordingly, it is proposed to appoint Dr. D. Rajagopala Reddy as an Independent Director of the Company as per the provisions of the Companies Act, 2013. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013 from a Member along with a deposit of `100,000 proposing the candidature Dr. D. Rajagopala Reddy for the office of Independent Director. The Resolution seeks the approval of the Members for appointment of Dr. D. Rajagopala Reddy as an Independent Director of the Company up to March 31, 2019 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under. He is not liable to retire by rotation. No Director, key managerial personnel or their relatives, except Dr. D. Rajagopala Reddy, to whom the Resolution relates, is interested or concerned in the Resolution. The Board recommends the Resolution set forth in Item 7 for the approval of the Members. Item 8 Mr. K. Ragunathan is a Non-Executive (Independent) Director of the Company. He joined the Board of Directors on January 30, 2008. In terms of Sections 149, 152 and the Rules made there under read with Schedule IV of the Companies Act, 2013, the Board of Directors have reviewed the declaration made by Mr. K. Ragunathan that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. The Board is of opinion that he fulfills the conditions specified in the Companies Act, 2013 and the rules made there under and is independent of the management. Accordingly, it is proposed to appoint Mr. K. Ragunathan as an Independent Director of the Company as per the provisions of the Companies Act, 2013. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013 from a Member along with a deposit of `100,000 proposing the candidature Mr. K. Ragunathan for the office of Independent Director. The Resolution seeks the approval of the Members for appointment of Mr. K. Ragunathan as an Independent Director of the Company up to March 31, 2019 pursuant to Section 149 and other applicable the Rules made there under. He is not liable to retire by rotation. No Director, key managerial personnel or their relatives, except Mr. K. Ragunathan, to whom the Resolution relates, is interested or concerned in the Resolution. The Board recommends the Resolution set forth in Item 8 for the approval of the Members. Item 9 The Board of Directors on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2014-15. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item 9 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year 2014-15. No Director, key managerial personnel or their relatives is interested or concerned in the Resolution. The Board recommends the Resolution set forth in Item 9 for the approval of the Members. Hyderabad May 30, 2014 By Order of the Board A. MOHAN RAMI REDDY AVP (Legal) & Company Secretary
Aurobindo Annual Report 2013-14 / 137 AUROBINDO PHARMA LIMITED CIN - L24239TG1986PLC015190 Registered Office: Plot No.2, Maitrivihar, Ameerpet, Hyderabad 500 038 Tel. : +91 40 2373 6370 Fax : +91 40 2374 7340 E-mail: info@aurobindo.com Website : www.aurobindo.com Tear Here 27th Annual General Meeting - Wednesday, August 27, 2014 Proxy Form Name of the Shareholder(s): Registered Address: E-mail ID: Folio No./Client ID: DP ID: I/We, being member(s) of Aurobindo Pharma Limited, holding shares of the Company, hereby appoint: 1. Name: Address: E-mail ID: Signature: Or failing him/her 2. Name: Address: E-mail ID: Signature: Or failing him/her 3. Name: Address: E-mail ID: Signature: as my/our proxy to attend and vote (on poll) for me/us, on my/our behalf at the 27th Annual General Meeting of the Company to be held on Wednesday, August 27, 2014 at 3.00 p.m. at Taj Deccan, Road No.1, Banjara Hills, Hyderabad 500 034 and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No. Ordinary Business Resolution 1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Report of the Board of Directors and the Auditors thereon. 2. To confirm the first interim dividend of `1.25 and the second interim dividend of `1.75 in aggregate `3 per equity share of `1 each as dividend for the year 2013-14. 3. To appoint a Director in place of Mr. M. Madan Mohan Reddy who retires by rotation and being eligible, seeks re-appointment. 4. To appoint a Director in place of Mr. K. Nithyananda Reddy who retires by rotation and being eligible, seeks re-appointment. 5. Appointment of M/s. S.R. Batliboi & Associates, Chartered Accountants, as Statutory Auditors of the Company and fixing their remuneration. Special Business 6. Appointment of Mr. M. Sitarama Murty as an Independent Director. 7. Appointment of Dr. D. Rajagopala Reddy as an Independent Director. 8. Appointment of Mr. K. Ragunathan as an Independent Director. 9. Approval of the remuneration of the Cost Auditors for the financial year 2014-15. Signed this day of 2014 Notes: a. Proxy need not be a member of the Company. Revenue Stamp b. The Proxy Form duly filled in and signed by the Member(s) across the revenue stamp should reach the Company's Registered Office: Plot No. 2, Maitrivihar, Ameerpet, Hyderabad 500 038 at least 48 hours before the commencement of the meeting. c. Corporate members intending to send their authorized representative(s) to attend the meeting are requested to send a certified copy of the Board resolution authorizing their representative(s) to attend and vote on their behalf at the meeting.
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Aurobindo Annual Report 2013-14 / 139 AUROBINDO PHARMA LIMITED CIN - L24239TG1986PLC015190 Registered Office: Plot No.2, Maitrivihar, Ameerpet, Hyderabad 500 038 Tel. : +91 40 2373 6370 Fax : +91 40 2374 7340 E-mail: info@aurobindo.com Website : www.aurobindo.com 27th Annual General Meeting - Wednesday, August 27, 2014 Attendance Slip Folio No./Client ID: No. of Shares: DP ID: Tear Here Name and address of First/sole shareholder: I, hereby record my presence at the 27th Annual General Meeting of the Company to be held on Wednesday, August 27, 2014 at 3.00 p.m. at Taj Deccan, Road No.1, Banjara Hills, Hyderabad 500 034. Name of the Member/Proxy (Block Letters) Signature of the Member/Proxy Notes: a. Only Member/Proxy can attend the Meeting. No minors would be allowed at the Meeting. b. Member/Proxy who wish to attend the Meeting must bring this attendance slip to the Meeting and hand over at the entrance duly filled in and signed. c. Member/Proxy should bring his/her copy of the Annual Report for reference at the Meeting.