Upload
others
View
6
Download
0
Embed Size (px)
Citation preview
G z UV en t U 5 Head Office : Office No. 5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu bai 400 072
Healthcare Limited Tel.: 3061 0000 / 2847 282112/3/4 • Fax 2847 2829/28 •E-mail: [email protected] •Website: www.zuventus.co.in A Joint venture of Emcure CIN - U85320PN2002PLC018324
NOTICE
NOTICE is hereby given that the Seventeenth Annual General Meeting of the Me
Zuventus Healthcare Limited will be held on Monday, July 22, 2019 at 11.00 a.m. at lot No.
P2, IT-BT Park, Phase II, M.I.D.C., Hinjawadi, Pune - 411 057 to transact the fallowing
business:
ORDINARY BUSINESS:
1. To receive, consider, approve arrd adopt the Audited Financial Statements I for the
Financial Year ended 3pt March, 2019 together with the reports of the Board of
Directors and Auditors thereon.
2. To declare final dividend on equity shares for the Financial Year ended 315 March,
2019.
3. To appoint a Director in place of Mr. Satish Mehta {DIN: 00118691), who retires by
rotation, and being eligible, offers himself for re-appointment as per Section 52(6) of
the Companies Act, 2013.
SPECIAL BUSINESS:
4. Re-appointment of Mr. Shreekant Ba pat as an Independent Director:
To consider and if thought fit, to pass with or without modification(s), the !lowing
resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 a d other
applicable provisions, if any, of the Companies Act, 2013 ("the Act") nd the
Companies (Appointment and Qualification of Directors) Rules, 2014 (inclu ing any
Zuventus Healthcare Ltd. Registered Office: Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel.: 91-20-27120084,30610000,40700000 ax: 91-20-30610111
G Zuventus Healthcare Limited A Joint venture of Emcure
Head Office: Office No. 5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu bai 400 072
Tel.: 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 • E-mail: [email protected] •Website: www.zuventus.co.in
CIN - U85320PN2002PLC018324
statutory modification(s) or re-enactment thereof for the time being in fore ) read
with Schedule IV of the Act, Mr. Shreekant Ba pat (DIN: 00621568), who was ap
as an Independent Director at the Annual General meeting of the Company
July 28, 2014 and holds office up to July 27, 2019 and who is eligible
appointment and who meets the criteria for independence as provided in ection
149(6) of the Act along with the Rules framed thereunder and who has sub itted a
declaration to that effect and in respect of whom the Company has received notice
in writing from a member under Section 160(1) of the Act proposing his can
for the office of Director, be and is hereby re-appointed as an Independent Dir ctor of
the Company, not liable to retire by rotation, to hold office for a second te m of 3
consecutive years commencing with effect from 23th July, 2019 up to 27th July, 022.
5. Re-appointment of Mr. Hitesh Jain as an Independent Director:
To consider and if thought fit, to pass with or without modification(s), the f !lowing
resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 an other
applicable provisions, if any, of the Companies Act, 2013 ("the Act")
Companies (Appointment and Qualification of Directors) Rules, 2014 (includ ng any
statutory modification(s) or re-enactment thereof for the time being in for e) read
with Schedule IV of the Act, Mr. Hitesh Jain (DIN: 00130023), who was appoint d as an
Independent Director at the Annual General meeting of the Company held on uly 28,
2014 and holds office up to July 27, 2019 and who is eligible for re-appointm nt and
meets the criteria for independence as provided in Section 149(6) of the A t along
with the Rules framed thereunder and who has submitted a declaration to th t effect
and in respect of whom the Company has received a notice in writing from a ember
under Section 160(1) of the Act proposing his candidature for the office of Dire tor, be
and is hereby re-appointed as an Independent Director of the Company, not liable to
Zuventus Healthcare Ltd. Registered Office: Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel.: 91-20-27120084,30610000,40700000 ax: 91-20-30610111
G Zuventus Head Office: Office No. 5119, 5th floor, D • Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mumbai 400 072
Healthcare Limited A Joint venture of Emcure
Tel. : 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 • E-mail : [email protected] •Website: www.zuventus.co.in CIN - U85320PN2002PLC018324
retire by rotation, to hold office for a second term of 3 consecutive years commencing
with effect from 2gth July, 2019 up to 27th July, 2022.
6. Ratification of remuneration payable to Cost Auditors for the Financial Year 2019-20:
To consider and, if thought fit, to pass with or without modification(s), the following
Resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable
provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force), the remuneration of Rs. 5,50,000/- (Rupees Five Lakh Fifty
thousand Only) excluding applicable taxes and reimbursement of actual travel and
out-of pocket expenses for the Financial Year ending 31st March, 2020 as approved by
the Board of Directors of the Company to be paid to M/s B.M Sharma & Co., Cost
Accountants for the conduct of the cost audit of cost records of the Company, be and
is hereby ratified and confirmed ."
Registered Office:
Emcure House, T-184,
M.I.D.C, Bhosari,
Pune- 411026(Maharashtra)
Place: Pune
Date: July 16, 2019
NOTES:
By Order of the Board
For Zuventus Healthcare Limited
Sd/
Sheetal Kulkarni
Company Secretary
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to
attend and vote instead of himself/herself and a proxy need not be a member of the
Zuventus Healthcare Ltd. Registered Office : Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel. : 91-20-27120084,30610000,40700000 Fax: 91-20-30610111
C
e Zuventus Head Office : Office No. 5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu bai 400 072
Healthcare Limited A Joint venture of Emcure
Tel.: 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 •E-mail: [email protected] •Website: www.zuventus.co.in
CIN - U85320PN2002PLC018324
2.
company. The proxy form in the format enclosed with this notice duly complet d must
reach the registered office of the company not less than forty-eight hours be re the
time appointed for holding the meeting.
A person can act as proxy on behalf of members up to and not exceeding f ifty and
holding in the aggregate not more than ten percent of the total share capita of the
company carrying voting rights. Further, a member holding more than ten pekent of
the total share capital of the company carrying voting rights may appoint single
person as proxy and such person shall not act as proxy for any other pe1 son or
member. A proxy may not vote except on a poll.
3. July 22, 2019 is the Record Date for ascertaining the names of the shareho ders to
whom the dividend which if declared at the Annual General Meeting is payable
4. Corporate members intending to send their authorized representatives to att nd the
meeting are requested to send to the Company a certified copy of th Board
resolution authorizing their representative to attend and vote on their behal at the
meeting.
s. In case of joint holders attending the meeting, only such joint holder who is
the order of names will be entitled to vote.
6. Members are requested to inform the Company of any changes in their ddress
quoting their Folio Numbers.
7. Under Section 124 of the Companies Act, 2013, the amount of dividend re aining
unpaid or unclaimed for a period of seven years from the date of transfer t
dividend account of the Company shall be transferred to the Investor Educa ion and
Protection Fund (IEPF) set up by the Government of India. The Company has nd unpaid
or unclaimed Dividend.
8. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is
hereto. The relevant details/disclosures as required under the Secretarial Stan ard on
General Meetings issued by the Institute of Company Secretaries of India (I SI) are
also annexed.
9. Members may note that the Notice of the Annual General Meeting is availabl on the
Company's website www.zuventus.com.
Zuventus Healthcare Ltd. Registered Office: Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel.: 91-20-27120084,30610000,40700000 ax: 91-20-30610111
Zuventus Head Office: Office No. 5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mumbai 400 072
Healthcare Limited A Joint venture of Emcure
Tel. : 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 • E-mail : [email protected] •Website: www.zuventus.co.in
GIN - U85320PN2002PLC018324
10. To prevent fraudulent transactions, members are advised to exercise due dil igence
and notify the Company of any change in address or demise of any member as soon as
possible.
Registered Office:
Emcure House, T-184,
M .I.D.C, Bhosari,
Pune- 411026(Maharashtra)
Place: Pune
Date: July 16, 2019
By Order of the Board
For Zuventus Healthcare Limited
Zuventus Healthcare Ltd.
Sd/
Sheetal Kulkarni
Company Secretary
Registered Office: Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel.: 91-20-27120084,30610000,40700000 Fax : 91-20-30610111
Zuventus Healthcare Limited A Joint venture of Emcure
Head Office : Office No. 5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu bai 400 072
Tel. : 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 •E-mail: [email protected] •Website: www.zuventus.co.in
GIN - U85320PN2002PLC018324
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT,
This Explanatory Statement together with the accompanying Notice may also be reg rded as
a disclosure in accordance with the Secretarial Standard on General Meetings (SS-2) f ICSI
Item no. 4
Based on the recommendation of Nomination and Remuneration Committee, the Board of
Directors proposes and recommends the re-appointment of Mr. Shreekant Bap t (DIN:
00621568) as an Independent Director for a second term of 3 years i.e. from July 28, 019 to
July 27, 2022. He shall not be liable to retire by rotation.
He is a member of the Board since July 3, 2002. He was appointed as an Independent
Director by the Members of the Company in the Annual General Meeting held on 2 th July,
2014 to hold office for five consecutive years for a term up to 27th July, 2019.
The Company has, in terms of the provisions of Section 160(1) of the Act, received a Notice
from a member proposing his candidature for appointment as Independent Director.
The Company has received a declaration from him to the effect that he meets the cri eria of
Independence as provided in Section 149(6) of the Act and Rules framed thereunder.
Mr. Bapat is a graduate in commerce from Pune University. He is a highly distin uished
erstwhile officer of the Indian Police Service having held senior positions wi h the
Government of India and the Government of Maharashtra such as Joint Dir ctor -
Intelligence Bureau, Ministry of Home Affairs, Commissioner of Police, Mumb i and
Member of the Maharashtra Public Service Commission. Mr. Bapat is a recipient of the
President's medal for distinguished service and Police medal for meritorious servi e. Mr.
Bapat was the president of the India chapter of a global philanthropic foundation fo seven
years. He has special interest in areas relating to national security, human re ource
development and corporate social responsibility.
Zuventus Healthcare Ltd. Registered Office : Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel.: 91-20-27120084,30610000,40700000
G Zuventus Healthcare Limited A Joint venture of Emcure
Head Office : Office No. 5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu bai 400 072
Tel. : 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 •E-mail : [email protected] •Website: www.zuven!us.co.in
CIN - U85320PN2002PLC018324
The Board, based on performance evaluation and recommendation of Nominati n and
Remuneration Committee considers that given his experience and contributi n, his
continued association would be of immense benefit to the Company and it is desi able to
continue to avail the services of Mr. Ba pat as an Independent Director.
In opinion of the Board, he fulfills the conditions specified in the Act, for appoint ent as
Independent Director and is independent of the management of the Company. Th terms
and conditions of the appointment shall be open for inspection by the members at the
registered office of the Company during the normal business hours on any war ng day
(except Saturday) and also at the venue of the Annual General Meeting till the concl sion of
the Annual General Meeting.
In compliance with the provisions of Section 149 of the Act read with Schedule IV a d other
applicable regulations, the re-appointment of Mr. Bapat is being placed before the members
for their approval by the way of a Special Resolution . The Board recommends the Special
Resolution as laid out at Item No. 4 of the notice of Annual General Meeting for app oval of
members.
Except Mr. Ba pat, being an appointee, none of the Directors and Key Managerial P rsonnel
of the Company and their respective relatives is concerned or interested, finan ially or
otherwise, in the resolution set out at Item No. 4 of the accompanying Notice of the Annual
General Meeting.
Mr. Ba pat is not related to any Director of the Company.
Item no. 5
Based on the recommendation of Nomination and Remuneration Committee, the oard of
Directors proposes and recommends the re-appointment of Mr. Hitesh Jain (DIN: 00 30023)
as an Independent Director for a second term of 3 years i.e. from July 28, 2019 to July 27,
2022. He shall not be liable to retire by rotation.
Zuventus Healthcare Ltd. Registered Office: Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel.: 91-20-27120084,30610000,40700000
a
G z UV en t US Head Office : Office No. 5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu bai 400 072
Healthcare Limited Tel. : 3061 0000 / 2847 2821 /2/3/4 • Fax 2847 2829/28 •E-mail: [email protected] •Website: www.zuventus.co.in A Joint venture of Emcure CIN - UB5320PN2002PLC018324
He is a member of Board since May 18, 2009. He was appointed as an Independent irector
to, by the Members of the Company in the Annual General Meeting held on 28th Jul , 2014
to hold office for five consecutive years for a term up to 27th July, 2019.
The Company has, in terms of the provisions of Section 160(1) of the Act, received Notice
from a member proposing his candidature for appointment as Independent Director.
The Company has received a declaration from him to the effect that he meets the criteria of
Independence as provided in Section 149(6) of the Act and Rules framed thereunder.
Mr. Hitesh Jain was enrolled as an advocate of the Bar Council of Maharashtra andj Goa in
1995 after completing his LLB from Symbiosis Law College in Pune. In 1996, he attained his
LLM in international commercial and corporate laws from the London School of Ee nomics
in the UK. He is a litigation Lawyer with several years of experience in all bran hes of
litigation - civil, criminal, commercial and constitutional matters. He is a partner an heads
the Dispute Resolution, Real Estate and Entertainment law practices at Parin m Law
Associates.
The Board, based on performance evaluation and recommendation of Nominati n and
Remuneration Committee considers that given his experience and contributi n, his
continued association would be of immense benefit to the Company and it is desi able to
continue to avail the services of Mr. Jain as an Independent Director.
In opinion of the Board, he fulfills the conditions specified in the Act, for appoint ent as
Independent Director and is independent of the management of the Company. Th terms
and conditions of the appointment shall be open for inspection by the member at the
registered office of the Company during the normal business hours on any work ng day
(except Saturday) and also at the venue of the Annual General Meeting till the concl sion of
the Annual General Meeting.
Zuventus Healthcare Ltd. Registered Office: Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel.: 91-20-27120084,30610000,40700000
G Zuventus Healthcare Limited A Joint venture of Emcure
Head Office: Office No. 5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu bai 400 072
Tel.: 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 •E-mail: [email protected] Website: www.zuventus.co.in GIN - U85320PN2002PLC018324
In compliance with the provisions of Section 149 of the Act read with Schedule IV an other
applicable regulations, the re-appointment of Mr. Jain is being placed before the members
for their approval by the way of a Special Resolution. The Board recommends the pecial
Resolution as laid out at Item No. 5 of the notice of Annual General Meeting for appr val of
members.
Except Mr. Jain, being an appointee, none of the Directors and Key Managerial Perso nel of
the Company and their respective relatives is concerned or interested, financi lly or
otherwise, in the resolution set out at Item No. 5 of the accompanying Notice of the Annual
General Meeting.
Mr. Jain is not related to any Director of the Company.
Item No. 6
In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Co~panies
(Audit and Auditors) Rules, 2014, the Board shall appoint an individual who is r Cost
Accountant in practice or a Firm of Cost Accountants in practice as a Cost Auditor n the
recommendation of the Audit Committee, which shall also recommend remunerat on for
such Cost Auditor. The remuneration recommended by the Audit Committee s all be
considered and approved by the Board of Directors and ratified by the members of the
Company.
On recommendation of the Audit Committee at its meeting held on 16th July, 20f 9, the
Board has considered and approved the appointment of M/s B.M. Sharma & ed., Cost
Accountants for the conduct of the cost audit of the cost records of the Campa y at a
remuneration of Rs. 5,50,000/- excluding applicable taxes and reimbursement of actual
travel and out of pocket expenses for the Financial Year ending 31st March 2020.
Zuventus Healthcare Ltd. Registered Office: Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel.: 91-20-27120084,30610000,40700000 F
r
Zuven tus Head Office : Office No. 5119, 5th floor, D • Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mumbai 400 072
Healthcare Limited Tel. : 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 •E-mail: [email protected] •Website: www.zuventus.co.in A Joint venture of Emcure CIN - U85320PN2002PLC018324
The resolution at Item No. 6 of the Notice is set out as an Ordinary Resolution and is
recommended by the Board for approval and ratification by the members in terms of
Section 148 of the Companies Act, 2013.
None of the Directors and Key Managerial Personnel of the Company and their relatives are
in any way, concerned or interested, financially or otherwise, in the resolution set out at
Item No. 6 of the Notice.
Registered Office:
Emcure House, T-184,
M.I.D.C, Bhosari,
Pune- 411026{Maharashtra)
Place: Pune
Date: July 16, 2019
By Order of the Board
For Zuventus Healthcare Limited
Zuventus Healthcare Ltd.
Sd/
Sheetal Kulkarni
Company Secretary
Registered Office : Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel.: 91-20-27120084,30610000,40700000 Fax: 91-20-30610111
m 3 (") C
ro :::r: 0 C (J)
_CD
~ 00
-""'" s: 6 _o 0, =r N ~ C: D> < _::i. (D
-u ::::, C -::, C: CD (/) -"'" ~ :I: C> (D
~ e!. . -co' g-::- Q)
~ ~
"' • C> -"' c. "::j . N C> C>
~ w C> O"l ->. C> C> C> C> -.i:,.. C> -.., C> C> C> C> C>
~
G :l:> :X: llii,,,. I
a-Cb ·~ s-a> ,... -~ .... ;§ :::r ... :a.~ (I)....._ § ci;
-D-ET_A_I-LS_ O_F_D_I_R_ECT_O_R_S_U_ N_D_ER_ S_S_2 ___ S_E_C_R_ET_A_R_I_A_L_S_TA_N_D_A_R_D_S_S_E_EK_I_N_G_A_P_P_O_I_N_TM_E_N_~_R_E_-A_ P_P_O_I_N_T_M_E_N_T_A_T_T_H_E_F_O_R_T_H_CO_M_IN-~~C ~ m3 ......
ANNUAL GENERAL MEETING (AGM): ~ i E al Q. v, -------------------- ------ --- --- ---------------------- ----
Name of the Director
Age (Yrs.)
Nationality
Date of first Appointment on the
Board
Relationship with other Directors
of the Company
Area of Expertise
Qualifications
Mr. Satish Mehta
68 Years
Indian
July 3, 2002
Father, Mrs. Namita Thapar,
Director
Management
M.Sc., M.B.A. (IIMA)
Mr. Shreekant Bapat
81 Years
Indian
July 3, 2002
None
National security, human resource
development and corporate social
responsibility
Graduate in commerce from Pune
University. He is a highly
distinguished erstwhile officer of
the Indian Police Service.
Mr. Hitesh Jain
46 Years
Indian
May 18, 2009
None
Litigation Lawyer in all branches of
litigation civil, criminal,
commercial and constitutional
matters
LLB from Symbiosis Law College in
Pune and LLM in international
commercial and corporate laws
from the London School of
(")
z ~ I CD
"' a. (;)
0 C)
~ =I: ff
C) CD C) .. C) 0 C) =I:
N ff CD
~ z ..... 9 N
~ 00
~ 5D ~ U1 (;) 5' ~ • 0 ,, 0
"' -~
X 0 N
~ :E: ..... s · N <p 00 N 0 ~ er
CD 00 Q. • G) m "' 3 a. ~ CD
::, .. m N
~ C: < CD ::, y, c <n (")
8 =>"
"' -a ::, a.
0 _[ cl cii
@ )> ::,
N a. C: =>" < ~ -CD
::, c m <n 0 s: 0 C: 3
cr
~ !!!. -I>-cr 0 <n 0 s= 0 . . ......
i N>
N C: < CD a C: <n 0 9 s ·
m 3 (") c:: al :r: 0 c:: en
_CD
~ CX>
-""'" s::: 6 _CJ CD ::r N ~ C: ll> < _::::,. ct)
-0 :, c:: -:::, C: CD ti)
; :c c:, ct) N Q) ?> ;::;
~ ~ Q)
~ ~ N r c:, -N C. ~ N c:, c:,
~ c,, c:, 0, ~
c:, c:, c:, c:, ~ c:, -..j c:, c:, c:, c:, c:, -n ll>
Experience
Directorships held in other
Companies including body
corporates
-
Mr. Satish Mehta has vast He is a highly distinguished
experience in the pharmaceutical erstwhile officer of the Indian
industry. His leadership has made Police Service having held senior
our Company a major player in the positions with the Government of
pharmaceutical industry. He has India and the Government of
been on the Board since 2002. Maharashtra such as Joint Director
- Intelligence Bureau, Ministry of
Home Affairs, Commissioner of
Police, Mumbai and Member of
the Maharashtra Public Service
Commission.
1) Emcure Pharmaceuticals 1. Emcure Pharmaceuticals
limited limited
2) Gennova Biopharmaceuticals 2. Gennova Biopharmaceuticals
limited. limited
3. United Socio-Economic
3) Heritage Pharma Holdings Inc. Development And Research
4) Heritage Pharmaceuticals Inc. Programme
5) Heritage Pharma Labs Inc.
--
Mr. Hitesh Jain is a litigation ~
Lawyer with several years of f experience in all branches of ~
litigation - civil, criminal, ~ ~ I co "' Cl.
commercial and constitutional 1 w 0 C)
~ 3; C")
C) co C) ..
matters. He is a partner and heads =
the Dispute Resolution, Real Estate
I and Entertainment law practi,c.es at
Parinam Law Associates.
C) 0 C) =:i:
N o · co
~ z ...... 9 N ~ ex,
~ 5D ~ !',!;! w :i,: ::T
• g, "Tl 0
"' -~ X 0 N
~ ~ ...... s · N <.P ex,
1. Gennova Biopharmaceuticals
limited
N 0 ~ cr
co ex, Q. • m G)
"' 3 a. ~ co
:::,
2. IREP Credit Capital Private
limited
. . m N
i C: < co :::, -"' c u, (")
8 ::T
"' -a :::, Cl.
3. Personiv Contact Centers India
Private limited
0 _[ iil (D
@ )> :::,
N Cl. C: ::T < co co :::, . :::,
4. Brown Brothers Harriman
Business Services (India) _,_
c :fij u,
8 ;;:: 3 C:
cr
i !!1. _.,. cr C) u, C)
~ C) . . ;j
i N C: < co :::, c u, n 9 s ·
~ <O en· ro al a. 0 ~ (")
ct>
m 3 (") C
al :::c 0 C <J)
_ct>
-;--i ~
00 _ .... s:: 6 _(")
co :::T o <J) Cl) ::::!.
~ r-:., 0 r-:., ~ N 0 0
~ w 0
~ 0 0 0 0 -.... 0
~ 0 0 0 0 ..,., Cl)
Chairman/ Member in the Chairman: NIL
Committees of the Boards of other
N Companies in which he/she is Member: C: < Director Emcure Pharmaceuticals Limited: C1) ::s - Investor Grievance and Share C: -"' ::c Transfer Committee C1) I» ;:; ::r n I»
cil r--c..
Chairman:
Emcure Pharmaceuticals Limited
- Audit Committee
- Nomination & Remuneration
Committee
- Corporate Social Responsibility
Committee
- Investor Grievance and Share
Transfer Committee
Gennova Biopharmaceuticals
Limited
- Audit Committee
- Nomination & Remuneration
Committee
- Corporate Social Responsibility ---
Committee
):,. :c:
~ c... CD ~- ~ --<ii :::r
~ ::, (") C: l:l) -. ci3
:::s Private Limited la, r-
f[ ..... 5. Jain International Trade C:
Organization ~[ (I)
cl) ~ I
6. Bluekraft Digital Foundation 'E :- <D tu . . c..
f- (.,.) 0 c::,
Chairman: ~ =i: o· c::, <D c::, . . c::, 0
NIL c::, =i: - ff
"' <D
~~ z 9
~ ~ ~ ~
Member ~ ;;;:; 5D t11
I ~ 5' Gennova Biopharma-ceuticals • 0
-n 0 tu -~
Limited X 0
"' co ::E .... Audit Committee
..... 5 · - "' '!=> co
"' 0 ~ er
- Nomination & Remuneration <D co 2. • m G)
Committee tu 3 a. ~ <D
::, .. m N
~ C < <D ::, .!" c en () (") ::,-0 tu -a ::,
c.. 0 :.:· i ~ @ )>
::, N c.. C ::,-<
~-<D ::, c El en (") s:: 0 § I 3 • er
I ~ e! . .... er c::, en c::, af c::, .. .....
I "' N C < <D ::,
c en (") 9 5 ·
e Zuventus Head Office : Office No. 5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu bai 400 072
Healthcare Limited A Joint ventu/'i
Tel. : 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 • E-mail : [email protected] •Website: www.zuventus.co.in 2002PLC018324 r,f l=mr11ri:> r tt,.1., ,oc~·,,,~N
"lJ "lJ ·c ~ ... a, Ill ... Ill .... Ill 0 ·e ... .:.:: a, co
:I ...
a, :l u ~ a, .c a, V, ... ... Ill > - Ill ...
0 u a, C ... .c a, Ill a, ~ .c Q.
"lJ Ill V, E ... a, 0 0 ::c u
> Ill co :I ....
<:t ..... 0 +,J ::,
....J 0 -<:t z
C a, > :I N ... 0
LL.
<:t ..... 0 +,J ::,
....J 0 -<:t z
* .-1 m
<:t s ..... 0 0 +,J I.D ::, 0 0 m' <:t I.D
"O > a, C "O n, -C Cl. 0 a, E ~ ... ... 0 n, u "O
C Ill a, n, 11.0 .c en C ... ·.:; C .-4 iii a, 0 ... a, en ~
N 'ii ~ .-4 a, ~
n, I u 00 .c
"O .-4 Ill m a, ... 0 a, .c ... n, n, 0 N ... u .c n, ... cc > .c n, Vl
LL. Vl ~ Cl. - 11.0 - ::, 0 C 0 C I
ci ·;:: ci 0 ::2
::, Ill n, z "O z n, Q.
C1) ,._ ..... ..c V)
<:t' C1) ,._
00 C1)
,-t ..c a, I C1)
u I- ·.:::: ~ CTI ~ a.i' C1) u5' ,-t
0 V) V) 0 ::, 0 N N "lJ 0 ..c 0 a, I co ,-t
~ ... ,-t a, (IJ u' <:t :I ... ,._
0 I (IJ -,
Ill ::, (IJ C .r; .bl) u _; C ::, to a, E ::, Q. ,-t 0:: UJ ~ Q.
(IJ (IJ u ..... ..!!! C13 Q. Cl
Zuventus Healthcare Ltd. Registered Office: Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel. : 91-20-27120084,30610000,40700000 Fax 91-20-30610111
G Zuventus Head Office: Office No. 5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu bai 400 072
Healthcare Limited A Joint venture of Emcure
Tel.: 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 •E-mail: [email protected] Website: www.zuventus.co.in CIN · U85320PN2002PLC018324
ROUTE MAP FOR THE VENUE OF THE ANNUAL GENERAL MEETING
ICICI Bank -Infosys~
Omniactive Hea_hh ft Technologies,
"lfm'I ~
~
B ra
9 Sal Llf e Sciences
Bl 9 centaur Pharrnaceutlcals
ft Sc!gen , Biopharmaceutlcals
1a India Centre ft zyn111ta,
••• El El
I!\ Varroc Lighting 'T' Systems India PVT. Ltd
ftAJ Organlca , Private Limited
Annual General Meeting Venue:
Zuventus Healthcare Limited
'EmCtJre Pharma
Plot No. P2, IT-BT Park, Phase 11, M.I.D.C., Hinjawadi, Pune - 411 057
Zuventus Healthcare Ltd.
I ---'
J
Registered Office : Emcure House, T-184, MIDC, Bhosari, Pune 41 1026. Tel.: 91-20-27120084,30610000,40700000 Fa
e Zuventus Head Office: Office No.5119, 5th floor, D • Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu bai400072
Healthcare Limited Tel.: 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 •E-mail : [email protected] Website : www.zuventus.co.in A Joint venture of Emcure CIN. U85320PN2002PLC018324
ATTENDANCE SLIP
ZUVENTUS HEALTHCARE LIMITED
CIN : U85320PN2002PLC018324
Registered Office: Emcure House, T-184, M.I.D.C., Bhosari, Pune- 411026
Phone: 020-30610000, 40700000, E-mail id : [email protected]~
Website : www.zuventus.com
17TH ANNUAL GENERAL MEETING -JULY 22, 2019
Name of the Beneficial Owner:--------------------.---
Registered Folio No. /DP ID No. /Client ID No.: --------------1--
No. of Shares held:------------------------+--
I/ We certify that I/ We am/are a member/proxy for the member of the Company.
I/We hereby record my/ our presence at the 17th Annual General Meeting of the Cohipany
held on Monday, July 22, 2019 at Plot No. P2, IT-BT Park, Phase 11, M.I.D.C., Hinjawadi Pune
- 411 057 (Maharashtra) at 11.00 a.m.
Name of attending Member/Proxy
Note:
Member's/Proxy's Signature
(To be signed at the time of handing over this slip)
1. Sign this attendance slip and hand it over at the Annual Genera l Meeting venue.
2. Bodies corporate, whether a Company or not, who are members, may attend throug their
authorized representatives appointed under Section 113 of the Companies Act, 2013 . A opy of
authorization should be deposited with the Company.
3. In case of shares held in Demat/Electronic Form, the signature of the Beneficial Owner i liable
for verification with the record furnished to the Company by NSDL/CDS.
4. The map to reach the AGM venue is given overleaf.
Zuventus Healthcare Ltd. Registered Office : Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel. : 91-20-27120084,30610000,40700000 Fa : 91-20-30610111
G z UV en t US Head Office : Office No. 51 19, 5th floor, D • Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu ai 400 072
Healthcare Limited Tel. : 3061 0000 I 2847 2821/2/3/4 • Fax 2847 2829/28 •E-mail : [email protected] Website: www.zuventus.co.in A Joint venture of Emcure CIN - U85320PN2002PLC018324
ZUVENTUS HEALTHCARE LIMITED
Form No. MGT-11
Proxy form
{Pursuant to section 105(6} of the Companies Act, 2013 and rule 19(3) of the Companies
{Management and Administration) Rules, 2014}
CIN:
Name of the Company:
Registered office:
Name of the member {s):
Registered address:
E-mail Id:
Folio No/ Client Id:
DP ID:
I/We, being the member {s) of ............. shares of the above named Company, hereby a point
1. Name: ...................................................................................... .
Address : ...................................................... ................................ .
E-mail Id: ...................................................................................... .
Signature: ...................... , or failing him
2. Name: ...................................................................................... .
Address: ........................................................................... ........... .
E-mail Id: ...................................................................................... .
Signature: ....................... , or failing him
3. Name: ..................................................................................... ..
Address: ...................................................................................... .
E-mail Id: ... ................................................................................... .
Signature: ...................... .
Zuventus Healthcare Ltd. Registered Office : Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel.: 91-20-27120084,30610000,40700000 Fa
Zuventus Head Office :Office No.5119, 5th floor, D -Wing, Oberoi Garden Estates, Chandivali, Andheri (E) Mu ai 400072
Healthcare Limited Tel. : 3061 0000 / 2847 2821/2/3/4 • Fax 2847 2829/28 •E-mail : [email protected] Website : www.zuventus.co.in A Joint venture of Emcure CIN. U85320PN2002PLC018324
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at t ~e 17th
Annual General Meeting of the Company, to be held on Monday, July 22, 2019 at 11.00_a.m.
at Plot No. P2, IT-BT Park, Phase 11 , M.I.D.C., Hinjawadi, Pune - 411 057 and at any
adjournment thereof in respect of such resolutions as are indicated below:
Resolution Particulars
no.
1. To receive, consider, approve and adopt the
Audited Financial Statements for the Financial
Year ended 3pt March, 2019 together with
the reports of the Board of Directors and
Auditors thereon.
2. Declaration of final dividend on equity shares
for the Financial Year ended 31st March, 2019.
3. Appointment of a Director in place of Mr.
Satish Mehta (DIN: 00118691), who retires by
rotation, and being eligible, offers himself for
re-appointment as per Section 152(6) of the
Companies Act, 2013 .
4. Re-appointment of Mr. Shreekant Bapat as an
Independent Director.
5. Re-appointment of Mr. Hitesh Jain as an
Independent Director
6. Ratification of remuneration payable to Cost
Auditors for the Financial Year 2019-20.
Signed this ..... day of ...... 20 .... .
Signature of shareholder
Signature of proxy holder(s)
Zuventus Healthcare Ltd.
For Against
Affix Revenue Stamp
Abstain
I
'
Registered Office: Emcure House, T-184, MIDC, Bhosari, Pune 411026. Tel. : 91 -20-27120084,30610000,40700000 Fax! : 91-20-30610111