TORRENT PHARMACEUTICALS LIMITED
Contents
1. i e either by physical Ballot or e voting If you are opting for e voting then do not vote by physical Ballot and vice versa However in case a shareholder has voted both in physical as well as e voting then voting done through e voting shall prevail over physical Ballot and physical Ballot will be treated as invalid In case of any queries you may refer the Frequently Asked Questions FAQs for Shareholders and e Voting User manual for Shareholders available at the Downloads section of https evoting karvy com or toll free No 1 800 34 54 001 for any further clarifications FRE kk k kK2. in General Meeting borrow moneys apart from temporary loans obtained from the Company s bankers in the ordinary course of business in excess of aggregate of the paid up capital and its free reserves reserves not set apart for any specific purpose At the Annual General Meeting of the Company held on 26 July 2013 the shareholders had accorded consent to the Board of Directors borrowing any sum or sums of money outstanding at any point of time not exceeding the sum of 3000 Crores Rupees Three Thousand Crores only At the same Annual General Meeting of the Company the shareholders had accorded consent to the Board of Directors for creation of mortgages charges and hypothecations etc to secure aforesaid borrowings Considering the Company s future growth plans both organic amp inorganic including the proposed acquisition of identified Indian Branded Formulation Business of Elder Pharmaceuticals Limited it is proposed to increase the above borrowing limits from the existing 3000 crores to an amount not exceeding at any time a limit of 5000 crores Rupees Five Thousand Crores only The proposed borrowings by the Company if required is to be secured by mortgage or charge on all or any of the movable or immovable or any other tangible and intangible assets properties of the Company both present amp future in favour of any lender including the financial institutions banks debenture trustees etc in such form manner an
3. Office By Order of the Board of Directors Torrent House For TORRENT PHARMACEUTICALS LIMITED Off Ashram Road Ahmedabad 380 009 Ahmedabad MAHESH AGRAWAL 18 December 2013 VP Legal amp Company Secretary Page No 3 TORRENT PHARMACEUTICALS LIMITED Regd Office Torrent House Off Ashram Road Ahmedabad 380 009 Gujarat India POSTAL BALLOT FORM Postal Ballot No Name s of Shareholder s in block letters Registered Address of sole first named Shareholder in block letters Registered Folio No DP amp Client ID No No of Shares held I We hereby exercise my our vote in respect of the Special Resolutions to be passed through Postal Ballot for the Businesses stated in the Notice of Postal Ballot dated 18th December 2013 of the Company by sending my our assent or dissent to the said Resolutions by placing the tick V mark at the appropriate box below Item No of Shares I We assent I We dissent to the No held agree to the Resolution Resolution FOR AGAINST 1 Special Resolution for enhancement of Borrowing Limits from existing 3000 crores to 7 5000 crores 2 Special Resolution for creating charge on the Company s properties for securing the borrowing availed or to be availed within the above limits Place Date Signature of the Shareholder Particulars for E Voting E Voting Event Number User ID Password EVEN NOTE Please read the instructions prin
4. _Ballot_Notice_ amp Form php However the duly filled in duplicate postal ballot form should reach the Scrutinizer not later than 5 00 p m on 20th January 2014 The exercise of vote through Postal Ballot is not permitted through a proxy The Scrutinizer s decision on the validity of the Postal Ballot Form would be final Shareholders are requested not to send any other paper documents along with the Postal Ballot Form If sent the same paper document will not be acted upon Shareholders are requested to fill the Postal Ballot Form in indelible ink and avoid filling it by erasable writing medium s like pencil There will be one Postal Ballot Form for every Folio Client ID irrespective of the number of joint holders INSTRUCTIONS FOR E VOTING Open your web browser during the voting period and navigate to https evoting karvy com Enter the Login credentials i e User Id amp Password mentioned on the Postal Ballot Form Your Folio DP Client ID will be your User ID User ID For Members holding Shares in Demat Form Electronic Mode a For NSDL 8 Character DP ID Starts with IN followed by 8 Digits Client ID b For CDSL 16 Digits beneficiary ID For Members holding Shares in Physical Form c Event Number followed by Folio Number registered with the Company Your Unique Password is printed on the Postal Ballot Form via email forwarded through the Electronic Notice Captcha Enter the Verification Code i e please enter the a
5. d ranking as may be determined by the Board of Directors of the Company from time to time in consultation with the lender s The mortgage and or charge on any of the movable and or immovable or any other tangible and intangible assets properties and or the whole or any part of the undertaking s of the Company to secure borrowings of the Company with a power to the charge holders to take over the management of the business of the Company in certain events of default may be regarded as disposal of the Company s undertaking s within the meaning of Section 180 1 a of the Companies Act 2013 read with Section 293 1 a of the Companies Act 1956 The resolutions contained in item no amp 2 of the accompanying Notice accordingly seek members approval for increasing the borrowing limits and disposal of the Company s undertaking s by creation of mortgage charge etc thereon and for authorizing the Board of Directors including a Committee thereof authorized for the purpose of the Company to complete all the formalities in connection with the increase in the borrowing limits and creating charge on Company s properties respectively None of the Directors or key managerial personnel of the Company or their relatives is are in any way concerned or interested in the proposed resolutions The Board commends these resolutions as set out in the Notice for your approval as Special Resolutions by way of Postal Ballot Registered
6. e you will see Resolution Description and against the same the option FOR AGAINST ABSTAIN for voting After selecting the resolution you have decided to vote on click on SUBMIT A confirmation box will be displayed If you wish to confirm your vote click on OK else to change your vote click on CANCEL and accordingly modify your vote Once you have voted on the resolution you will not be allowed to modify your vote In case you are already registered with Karvy you can use your existing User ID and Password for casting your vote OTHER INSTRUCTIONS In case of shares held by companies trusts societies etc the duly completed postal ballot form should be accompanied by a certified true copy of the resolution of its Board of Directors Authority Letter authorising the person to represent in terms of Section 113 of the Companies Act 2013 read with Section 187 of the Companies Act 1956 Shareholder voting through e voting mode should send a scanned copy PDF JPG Format of the aforesaid document s together with attested specimen signature of the duly authorized signatory ies to the Scrutinizer through e mail on einward ris karvy com with a copy marked to evoting karvy com The date of declaration of results of the postal ballot i e on 21st January 2014 shall be the date on which the resolution s would be deemed to have been passed if approved by requisite majority Kindly note that the shareholders can opt only one mode of voting
7. e enactment thereof the consent of the Company be and is hereby accorded to the Board of Directors hereinafter referred as Board which term shall include a Committee thereof authorized for the purpose of the Company to mortgage hypothecate pledge and or charge in addition to the mortgage hypothecate pledge and or charge already created in such form manner and ranking and on such terms as the Board deems fit in the interest of the Company on all or any of the movable and or immovable properties of the Company both present and future and or any other assets or properties either tangible or intangible of the Company and or the whole or part of any of the undertaking of the Company together with or without the power to take over the management of the business or any undertaking of the Company in case of certain events of defaults in favour of the Lender s Agent s and Trustee s for securing the borrowing availed or to be availed by the Company by way of loans debentures comprising fully partly Convertible Debentures and or Non Convertible Debentures or any other securities or otherwise in foreign currency or in Indian rupees from time to time up to the limits approved or as may be approved by the shareholders under Section 180 1 c of the Act including any statutory modification or re enactment thereof along with interest additional interest accumulated interest liquidated charges commitment charges or costs ex
8. g facilities as may be required for the purpose of the Page No 1 business of the Company from one or more Banks Financial Institutions and other persons firms bodies corporates whether in India or abroad notwithstanding that the monies so borrowed together with the monies already borrowed apart from temporary loans obtained from the Company s Bankers in the ordinary course of business may at any time exceed the aggregate of the paid up Capital of the Company and its Free Reserves reserves not set apart for any specific purpose provided that the total amount that may be borrowed by the Board and outstanding at any point of time shall not exceed the sum of 5000 crores Rupees Five Thousand Crores only and the Board be and is hereby authorized to decide all terms and conditions in relation to such borrowing at their absolute discretion and to do all such acts deeds and things and to execute all such documents instruments and writings as may be required Item No 2 To consider and give assent dissent to following resolution as a Special Resolution CREATION OF CHARGE ON COMPANY S PROPERTIES RESOLVED THAT in supercession of resolution passed at the Annual General Meeting of the Company held on 26 July 2013 on the matter and pursuant to the provisions of Section 180 1 a of the Companies Act 2013 Act and other applicable provisions if any of the Act and Companies Act 1956 including any statutory modification or r
9. hange Board of India the Company is pleased to offer the option of e voting facility to all the shareholders of the Company to enable them to cast their votes electronically For this purpose the Company has obtained the services of Karvy Computershare Private Limited Karvy E voting is optional for shareholders The detailed procedure for e voting is enumerated in the Instructions to the Postal Ballot Form The shareholders who wish to vote by Postal Ballot Form instead of e voting can download Postal Ballot Form from https www evoting karvy com or https www torrentpharma com Postal_Ballot_Notice_ amp _Form php The Company has appointed Shri Rajesh Parekh Practising Company Secretary as a Scrutinizer and Shri Kamlesh Patel Practising Company Secretary as an Alternate Scrutinizer to Shri Rajesh Parekh for conducting the Postal Ballot in a fair and transparent manner You are requested to peruse the proposed Resolutions along with their Explanatory Statement and thereafter mark your assent or dissent by filling the necessary details and putting your signature at the marked place in the Postal Ballot Form and return the same in the enclosed postage pre paid business reply envelope so as to reach the Scrutinizer on or before 5 00 p m on Monday 20 January 2014 In respect of shareholders opting for e voting mode as above they should cast their vote online from 21 December 2013 till 5 00 p m on 20 January 2014 as per instructions p
10. lphabets and numbers in the exact way as they are displayed for security reasons Please contact Karvy toll free No 1 800 34 54 001 for any further clarifications Members can cast their vote online from Saturday 21st December 2013 to Monday 20th January 2014 till 5 00 p m After entering these details appropriately click on LOGIN Members holding shares in Demat Physical form will now reach Password Change Menu wherein they are required to mandatorily change their login password in the new password field The new password has to be minimum eight characters consisting of at least one upper case A Z one lower case a z one numeric 0 9 and a special character Kindly note that this password can be used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote provided that Company opts for e voting through Karvy Computershare Private Limited e voting platform System will prompt you to change your password and update any contact details like mobile no email ID etc on first login You may also enter the Secret question and answer of your choice to retrieve your password in case you forget it It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential You need to login again with the new credentials On successful login system will prompt to select the EVENT 1 e Torrent Pharmaceuticals Limited On the voting pag
11. penses and all other monies payable by the Company including any increase as a result of devaluation revaluation fluctuation in the rate of exchange and the Board be and is hereby authorized to decide all terms and conditions in relation to such creation of charge at their absolute discretion and to do all such acts deeds and things and to execute all such documents instruments and writings as may be required Registered Office By Order of the Board of Directors Torrent House For TORRENT PHARMACEUTICALS LIMITED Off Ashram Road Ahmedabad 380 009 Ahmedabad MAHESH AGRAWAL 18 December 2013 VP Legal amp Company Secretary Notes 1 The Explanatory Statement pursuant to Section 102 of the Companies Act 2013 read with Section 192 of the Companies Act 1956 setting out material facts is annexed hereto 2 The Notice is being sent to all the Shareholders whose names appear on the Register of Members List of Beneficial Owners as received from the National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as on 13 December 2013 Page No 2 EXPLANATORY STATEMENT Pursuant to Section 102 of Companies Act 2013 and Section 192 of the Companies Act 1956 Item Nos 1 and 2 In terms of the provisions of Section 180 1 c of the Companies Act 2013 read with Section 293 1 d of the Companies Act 1956 the Board of Directors of the Company cannot except with the consent of the Company
12. rovided in Postal Ballot Form Your assent dissent received after 20 January 2014 would be strictly treated as if a reply from you has not been received Upon completion of scrutiny of the Postal Ballots the Scrutinizer shall submit his report to the Chairman of the Company The result of the Postal Ballot shall be announced on Tuesday 21 January 2014 at 10 00 a m at the registered office of the Company and shall also be displayed on the Company s website www torrentpharma com besides communicating to the stock exchanges on which the shares of the Company are listed PROPOSED RESOLUTIONS Item No 1 To consider and give assent dissent to following resolution as a Special Resolution ENHANCEMENT OF BORROWING LIMITS FROM 3000 CRORES TO 5000 CRORES RESOLVED THAT in supercession of resolution passed at the Annual General Meeting of the Company held on 26 J uly 2013 on the matter and pursuant to the provisions of Section 180 1 c of the Companies Act 2013 Act and other applicable provisions if any of the Act and Companies Act 1956 including any statutory modification or re enactment thereof and the Articles of Association of the Company the consent of the Company be and is hereby accorded to the Board of Directors hereinafter referred as Board which term shall include a Committee thereof authorized for the purpose of the Company to borrow from time to time any sum or sums of money including non fund based bankin
13. ted overleaf carefully before exercising your vote 10 11 Dis AO PSP 10 INSTRUCTIONS FOR VOTING BY PHYSICAL MODE A shareholder s desirous to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the enclosed self addressed postage prepaid business reply envelope However envelopes containing Postal Ballots if sent by courier at the expense of the shareholder s will also be accepted This form should be duly completed and signed by the shareholder In case of joint holding this form should be completed and signed as per the specimen signature registered with the Company or furnished by NSDL CDSL to the Company in respect of shares held in the physical form or demat form respectively by the first named shareholder and in his absence by the next named joint shareholder Unsigned Incomplete Postal Ballot Forms will be rejected Duly completed Postal Ballot Form should reach the Scrutinizer on or before 5 00 p m on 20th January 2014 Postal Ballot Form received after this date will be strictly treated as if the reply from the shareholder has not been received Voting rights shall be reckoned on the paid up value of shares registered in the name of the shareholders as on the cut off date i e 13th December 2013 A shareholder may request for a duplicate Postal Ballot Form if so required The Postal Ballot Form can also be downloaded from the link http www torrentpharma com Postal
14. torrent TORRENT PHARMACEUTICALS LIMITED Regd Office Torrent House Off Ashram Road Ahmedabad 380 009 Gujarat India Postal Ballot Notice pursuant to Section 192A of the Companies Act 1956 Dear Shareholder s NOTICE is hereby given pursuant to Section 192A 2 of the Companies Act 1956 the Act and other applicable provisions if any of the Companies Act 2013 the new Act read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 that the resolutions given below are proposed to be passed by Postal Ballot for approving the enhancement of the borrowing limits from the existing 3000 crores to 5000 crores and creation of charge on Company s properties for securing the borrowing availed or to be availed within the said limits The Company is therefore seeking your consent for the said proposals by Special Resolutions in compliance with the provisions of Sections 180 1 c and 180 1 a of the new Act and other applicable provisions if any of the Act amp the new Act Explanatory Statement pursuant to applicable provisions of the Act and the new Act pertaining to the said resolutions setting out the material facts and reasons thereof is annexed to the Notice Said Resolutions and Explanatory Statement thereto alongwith the Postal Ballot Form is being sent herewith for your consideration Electronic Voting e voting Pursuant to Circular No CIR CFD DIL 6 2012 dated 13 July 2012 of the Securities and Exc
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