18
G z UV en t U 5 Head Office : Office No. 5119, 5th fl oor, 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: zuventus. [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 31 5 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 UV en U 5G 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.:

  • 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

Google

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