Ajanta Pharma Ltd has informed BSE that the members of
Contents
1. ClauseV V The Authorised Share Capital of the Company is 30 00 00 000 Rupees Thirty Crores divided into 15 00 00 000 Fifteen crores Equity Shares of 2 Rupees Two only each with power for the Company to increase reduce cancel reclassify subdivide or consolidate and to issue any part of its capital original or increased with or without any preference priority or special privileges or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue be otherwise shall subject to the powers herein before contained RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorized to take all such steps and actions and give such directions as may be in its absolute discretion deem necessary and to settle any question that may arise in this regard without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of Directors or any other Officer s Authorised Representative s of the Company to give effect to the aforesaid resolution Item No 3 Alteration ofArticles of Association To consider and if thought fit to pass with or without modi2. BallotForm and send it to the Scrutinizer Mr Alwyn D souza of M s Alwyn D souza amp Co Practicing Company Secretaries at Link Intime India Private Limited C 13 Pannalal Silk Mills Compound LBS MARG Bhandup West Mumbai 400078 in the attached postage pre paid self addressed business reply envelope BRE Postage charges will be borne and paid by the Company Postal Ballot Form s if deposited in person or sent by courier or registered speed post at the expense of the Member will also be accepted This Form should be completed and signed by the Member as per the specimen signature registered with the Bank Depository Participant In case of joint holding this Form should be completed and signed by the first named Member and in his her absence by the next named Member Duly completed Postal Ballot Form should reach the Scrutinizer not later than 6 00 p m on 10 March 2015 All Postal Ballot Forms received after this date will be considered invalid In case of Equity shares held by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified copy of the relevant board resolution appropriate authorization with the specimen signature s of the authorized signatory ies duly certified attested The Company is offering e voting facility as an alternate for all its Members to enable them to cast their votes electronically instead of using the Postal Ballot Form The detailed procedure for e
3. co in li For Members whose email IDs are not registered with the Company Depository Participant s and who receive the physical postal ballot forms the following instructions may be noted a Initial password is provided as below at the bottom of the Postal Ballot Form b EVEN E Voting Event Number USER ID PASSWORD c Please follow all steps from Sr No ato Sr No lof i above to cast vote iii Incase of any queries you may refer the Frequently Asked Questions FAQs for Members and e voting user manual for Members available at the downloads section of www evoting nsdl com iv Login to the e voting website will be disabled upon five unsuccessful attempts to key in the correct password In such an event you will need to go through the Forgot Password option available on the site to reset the password v Ifyou are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote vi You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s vii The e voting period commences on 9 February 2015 9 00 a m and ends on 10 March 2015 6 00 p m During this period Members of the Company holding shares either in physical form or in dematerialised form as on the relevant date record date of 30 January 2015 may cast their vote electronically The e voting module shall be disabled by NSDL for voting
4. date 10 March 2015 at 6 00 p m POSTAL BALLOT FORM Ballot Serial No 1 Name and Registered Address of the Sole First named Member Beneficial Owner 2 Name s of the Joint Shareholder s if any 3 Registered Folio No DP ID No and Client ID No Applicable to investors holding shares in dematerialized form 4 Number of Equity Share s held I We hereby exercise my our vote in respect of the following Resolution s to be passed through Postal Ballot for the business stated in the Postal Ballot Notice dated 28 January 2015 by conveying my our assent or dissent to the said Resolution s by placing the tick Y mark at the appropriate box below Description No of I We assent to I We dissent to Shares the resolution the resolution Ordinary Resolution for sub division of nominal value of equity shares of the company from 5 each to 2 each Ordinary Resolution for amendment to Clause V of the Memorandum of Association of the Company Special Resolution for amendment to Article 4 of the Articles of Association of the Company Date Signature of Shareholder Electronic Voting Particulars USER ID PASSWORD PIN E Voting Event Number 101569 EE eee Note Please read the instructions given overleaf carefully before exercising your vote 10 11 Instructions for filling Postal Ballot Form Members desiring to exercise their vote by Postal Ballot should complete and sign this Postal
5. no reply has been received from the Member 7 The Scrutinizer will submit his report to the Chairman or any other Director of the Company after the completion of the scrutiny of the postal ballots including e voting The result of postal ballot shall be declared on or before 13 March 2015 and communicated to the Stock Exchanges and would also be displayed on the company s website at www ajantapharma com 8 Voting through electronic means In compliance with Clause 35B of the Listing Agreement and Section 108 110 and other applicable provisions of the Companies Act 2013 read with the related Rules the Company is pleased to provide e voting facility to all its Members to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post The Company has engaged the services of National Securities Depository Limited NSDL for providing e voting facility to all its Members Members desiring to opt for e voting as per facilities arranged by the Company are requested to read the instructions in the Notes under the section Voting through electronic means a Theinstructions for e voting are as under i Members whose email addresses are registered with the Company Depository Participant s will receive an email from NSDL informing the User ID and Password a Open email and open PDF file viz APL evoting pdf with your Client ID or Folio No as password The said PDF file contains your user ID and p
6. thereafter Once the vote on aresolution is cast by the Member the Member shall not be allowed to change it subsequently vill The voting rights of Members shall be in proportion to their share of the paid up equity share capital of the Company as on the relevant date record date of 30 January 2015 9 The Members can opt for only one mode of voting i e either by physical ballot or e voting In case Members cast their votes through both the modes voting done by e voting shall prevail and votes cast through physical postal ballot form will be treated as invalid 10 All the material documents referred to in the Notice will be made available for inspection by the Members at the registered office of the Company on any working day excluding Public holidays Saturdays and Sundays between 11 00 a m to 1 00 p m By order of the Board of Directors Gaurang Shah Sr General Manager Legal amp Mumbai 28 January 2015 Company Secretary EXPLANATORY STATEMENT UNDER SECTION 102 1 OF THE COMPANIES ACT 2013 Item Nos 1 2 amp 3 The Equity Shares of your Company are listed and actively traded on the National Stock Exchange of India Limited and the Bombay Stock Exchange There has been steep rise in the market price of the shares in last two year In order to facilitate affordability of the Company s shares for small investors and increase the liquidity in the stock market the Board has considered it appropriate to sub divide the nominal value of t
7. voting has been enumerated in the Notes to the Postal Ballot Notice dated 28 January 2015 There will be only one Postal Ballot Form e voting for every Folio Client ID irrespective of the number of joint holder s Voting rights in the Postal Ballot e voting cannot be exercised by a proxy Members are requested not to send any other paper alongwith the Postal Ballot Form in the enclosed postage pre paid self addresses business reply envelope as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would not be considered and would be destroyed by the Scrutinizer The voting rights of the members shall be in proportion to their Equity Shares in the total paid up Equity Share Capital of the company as on 30 January 2015 The consent must be accorded by recording the assent in the column FOR or dissent in the column AGAINST by placing a tick mark x inthe appropriate column in the Postal Ballot Form Incomplete unsigned or incorrect Postal Ballot Forms will be rejected The Scrutinizer s decision on the validity of a Postal Ballot will be final and binding Members can opt for only one mode of voting i e either by postal ballot or through e voting In case you are opting for voting by postal ballot then please do not cast your vote by e voting and vice versa In case Members cast their votes both by postal ballot and e voting the votes cast through e voting shall prevail and the votes cast th
8. C ajanta pharma limited CIN No L24230MH1979PLC022059 Registered Office Ajanta House Charkop Kandivli West Mumbai 400067 Tel No 022 66061000 Fax No 022 66061200 Website www ajantapharma com E mail address investorgrievance ajantapharma com POSTAL BALLOT NOTICE Notice pursuant to Section 110 of Companies Act 2013 Dear Member s Notice is hereby given pursuant to the provisions of Section 110 of the Companies Act 2013 read with Rule 22 of the Companies Management amp Administration 2014 including any statutory modification or re enactment thereof and relevant provisions of the Listing Agreement and other applicable laws and regulations that the Resolutions appended below are proposed to be passed by the Members by way of Postal Ballot Item No 1 Sub division of Shares ofthe Company 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 61 64 and other applicable provisions if any of the Companies Act 2013 including any statutory modification or re enactment thereof and in accordance with the provisions of the Memorandum and Articles of Association of the Company and subject to such other approval s consent s permission s and sanction s as may be necessary from the concerned Statutory Authority ies including the Reserve Bank of India the Equity Share of the Company ha
9. assword for e voting Please note that the password is an initial password b Launch internet browser by typing the following URL https www evoting nsdl com c Click on Shareholder Login d Enter the user ID and password as initial password noted in step a above Click Login e Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential f Home page of e voting opens Click on e voting Active Voting Cycles g Select EVEN Electronic Voting Event Number of Ajanta Pharma Limited h Now you are ready for e voting as Cast Vote page opens i Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted j Upon confirmation the message Vote cast successfully will be displayed k Once you have voted on the resolution you will not be allowed to modify your vote l Institutional Members i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorised to vote to the Scrutinizer through e mail to scrutinizer ajantapharma com with a copy marked to evoting nsdl
10. e Guidelines RESOLVED FURTHER THAT the Board be and is hereby authorised to fix the Record date and take such steps as may be necessary including delegation of all or any of its powers herein conferred to any Director s Committees the Company Secretary or any other officer s of the Company and to do all such acts deeds matters and things and give such directions as may be necessary in the best interest of the Company for giving effect to the aforesaid resolution including but not limited to signing and execution of necessary forms papers writings agreements and documents giving customary representations and warranties together with such indemnities as may be deemed necessary and expedient in its discretion and settling any question difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding on all the Members Item No 2 Alteration of Capital Clause of Memorandum ofAssociation To consider and if thought fit to pass with or without modification s the following resolution as an Ordinary Resolution RESOLVED THAT subject to Section 13 61 and other applicable provisions of the Companies Act 2013 including any statutory modification or re enactment thereof and subject to such other approval s as may be required Clause V of the Memorandum of Association of the Company relating to Capital be substituted by the following Clause
11. fication s the following resolution as a Special Resolution RESOLVED THAT pursuant to provisions of Section 14 and other applicable provisions of the Companies Act 2013 including any statutory modification or re enactment thereof and subject to such other approval s as may be required Article 4 of the Articles of Association of the Company be altered by substituting the following in place of the existing Article 4 Article 4 The Authorised Share Capital of the Company is 30 00 00 000 Rupees Thirty crores divided into 15 00 00 000 Fifteen crores Equity Shares of 2 Rupees Two only each subject to being increased as hereinafter provided and in accordance with the regulations of the Company and the legislative provisions for the time being in force Subject to the provisions of the said Act the Shares in the capital of the Company for the time being whether original or increased or reduced may be divided into classes with the preferential deferred qualified or other rights privileges conditions or restrictions attached thereto whether in regard to dividend voting return of capital or otherwise RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorized to take all such steps and actions and give such directions as may be in its absolute discretion deem necessary and to settle any question that may arise in this regard without being required to seek any further consent or app
12. he equity shares of the Company from 5 to 2 subject to approval of members The Record Date for the aforesaid sub division of the Equity Shares will be fixed after approval of the Members is obtained The sub division of Equity Shares would inter alia require appropriate adjustments with respect to all the stock options of the Company under its Employee Stock Option Scheme pursuant to the Securities and Exchange Board of India Employee Stock Options Scheme and Employee Stock Purchase Scheme Guidelines 1999 and any amendments thereto from time to time such that all the stock options outstanding as on Record Date vested and unvested options including lapsed and forfeited options available for reissue as well as stock options which are available for grant and those already granted but not exercised as on Record Date shall be proportionately converted into options for Equity Shares of face value of 2 each and the grant price of all the outstanding stock options shall be proportionately adjusted Fractions arising due to sub division will be dealt with in the manner stated in the resolution Presently the Authorised Share Capital of your Company is 30 00 00 000 Rupees Thirty Crores divided into 6 00 00 000 Six Crores Equity Shares of 5 Rupees Five only Upon the Sub division of equity shares as aforesaid the Authorised share capital shall stand changed to 30 00 00 000 Rupees Thirty Crores divided into 15 00 00 000 Fifteen Crores eq
13. nuary 2015 will be considered for the purpose of voting 4 Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a General Meeting of the Members 5 In case a Member is desirous of obtaining Postal Ballot Form in printed form or a duplicate the Member may send an e mail to suman shetty linkintime co in The Registrar and Transfer Agent shall forward the same along with postage pre paid self addressed Business Reply envelope to the Member 6 The Board of Directors of the Company has appointed Mr Alwyn D souza a Practicing Company Secretary of M s Alwyn D souza amp Co Practicing Company Secretaries Mumbai as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed in the enclosed self addressed Business Reply Envelope Postage will be borne and paid by the Company Postal Ballot Form s if sent by courier or by registered post speed post at the expense of the Member s will also be accepted The Postal Ballot Form s may also be deposited personally at the address given thereon The duly completed Postal Ballot Form s should reach the Scrutinizer not later than 6 00 p m on 10 March 2015 to be eligible for being considered failing which it will be strictly treated as if
14. rough postal ballot form shall be considered invalid
15. roval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of Directors or any other Officer s Authorised Representative s of the Company to give effect to the aforesaid resolution By order of the Board of Directors Gaurang Shah Sr General Manager Legal amp Mumbai 28 January 2015 Company Secretary NOTES 1 The relevant Explanatory Statement pursuant to the provisions of Section 102 1 of the Companies Act 2013 in respect of Item Nos 1 2 and 3 set out in the Notice is annexed hereto 2 The Postal Ballot Notice is being sent to the Members whose names appear on the Register of Members List of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services India Limited as on 30 January 2015 The Postal Ballot Notice is being sent to Members in electronic form to the email address registered with their Depository Participant in case of electronic shareholding In case of Members whose email id is not registered physical copy of Postal Ballot Notice is being sent by permitted mode alongwith a postage pre paid self addressed Business Reply Envelope 3 The Members whose name appears on the Register of Members List of Beneficial Owners as on 30 Ja
16. the sub divided Shares the Company shall not issue any certificate or coupon in respect thereof but all such fractional entitlements shall be consolidated and in lieu thereof shall be allotted by the Board to nominee s to be appointed by the Board who shall hold the same as trustee s for the members entitled thereto and sell the said shares so arising at the prevailing market rate and pay to the company the net sale proceeds thereof after adjusting therefrom the cost and expense in respect of such sale for distribution to members in proportion to their fractional entitlements RESOLVED FURTHER THAT the Board be and is hereby authorized to make appropriate adjustments due to the sub division of Equity Shares as aforesaid to stock options which have been granted to employees of the company under its Employee Stock Option Scheme pursuant to the Securities and Exchange Board of India Employee Stock Options and Employee Stock Purchase Scheme Guidelines 1999 and any amendments thereto from time to time such that the exercise price for all employee stock options which are outstanding as on the Record Date vested and unvested or yet to be granted shall be proportionately adjusted and the number of stock options which are available for grant and those already granted but not exercised as on Record Date shall be appropriately adjusted and the Compensation Committee be and is hereby authorised to do all the things incidental and necessary in compliance with th
17. uity shares of 2 each Rupees Two only The sub division as aforesaid would require consequential amendments to the existing Clause V of the Memorandum of Association and Article 4 of Articles of Association as set out in Item No 2 amp 3 respectively of the Notice to reflect the change in face value of each Equity Share from 5 eachto 2 each The proposed new draft of Memorandum of Association and Articles of Association is being uploaded on the company s website for perusal by the Shareholders and is available for inspection by the members at the Registered Office of the Company on any working day excluding Public holidays Saturdays and Sundays between 11 00 a m to 1 00 p m Your Directors recommend the Resolution at item nos 1 2 and 3 of this Notice for your approval through postal ballot process No Director Key Managerial Personnel and their relatives are in any way concerned or interested in the Resolution at Item Nos 1 2 and 3 of the Notice except to the extent of their shareholding and outstanding employee stock options in the company By order of the Board of Directors Gaurang Shah Sr General Manager Legal amp Mumbai 28 January 2015 Company Secretary C ajanta pharma limited CIN No L24230MH1979PLC022059 Redg Office Ajanta House Charkop Kandivli West Mumbai 400 067 Tel No 022 66061000 Fax No 022 66061200 website www ajantapharma com email investorgrievance ajantapharma com Last
18. ving nominal value of 5 each of the company be sub divided into equity shares of nominal value of 2 each RESOLVED FURTHER THAT upon to the sub division of the Equity Shares of the Company as aforesaid the 3 54 84 000 Issued Equity Shares having a face value of 5 each shall stand sub divided into 8 87 10 000 Equity Shares of the face value of 2 each RESOLVED FURTHER THAT upon the sub division of the Equity Shares as aforesaid the existing physical share certificates in relation to the Issued Equity Shares of the Company shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date fixed by the Board of Directors of the Company hereinafter referred to as the Board which term shall include any committee thereof and the Company may without requiring the surrender of the existing share certificate s issue new share certificates in lieu thereof with regard to the sub divided Equity Shares in accordance with the provisions of the Companies Share Capital and Debentures Rules 2014 and in case of Members who hold the Equity Shares in dematerialised form appropriate number of the sub divided Equity Shares shall be credited to the respective beneficiary account of the Members with their respective Depository Participants and the Company shall undertake such corporate actions as may be necessary in relation to the existing Equity Shares RESOLVED FURTHER THAT in case of fractions arising out of
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