PXL/HO/Cir-113/2020-21                                                                           Date: 03.01.2021

                                                                                                                 Hyderabad

NOTICE

NOTICE is hereby given that the 16^thAnnual General Meeting of the Pharmaceuticals Export Promotion Council of India will be held on Monday the 18th January, 2021, at 11.00 AM at Hotel Aditya Park, Ameerpet, Hyderabad 500038. to transact the following Ordinary Business:

1. To receive, consider and adopt the Accounts i.e., Income & Expenditure Account for the year ending 31^st March, 2020, and the Balance Sheet as on that date, along with the Report of Auditors thereon and the Annual Report including the report of the Committee of Administration (the Board) on the affairs of the Council.

2. To appoint and fix the remuneration of the Auditors. 

To consider and if thought fit, to pass the following resolution with or without modifications as an ordinary resolution:

“RESOLVED that M/s. Sarath & Associates Chartered Accountants, having Firm Regn. No.005120S – the present auditors, (who confirmed that their appointment if made will be in accordance with the requirements of the Companies Act, 2013) be and are hereby appointed Auditors of the Council from the conclusion of the 16^th Annual General Meeting to the conclusion of the 17^th Annual General meeting; and that the remuneration payable shall be fixed by the Committee of Administration in consultation with the Auditors.”

3.   To take on record the results of e-Voting held and to appoint the members of Committee of Administration who have been elected through e-voting process in place of those retiring at the conclusion of the 16^th AGM, as detailed in the annexure hereto:

Note (i)  In accordance with Art.36.5, no member other than an ordinary member of the Council shall vote at its meetings. In accordance with Art.37.1 no member shall nominate any other person to vote on his behalf, except as otherwise provided in the Articles.  Corporate Members shall send resolution of the Board of Directors nominating their representatives so as to be received by the Council well before 24 hours before the commencement of the meeting. (2) The detailed procedure for e-Voting is annexed to this notice.  (3) Additional facility of remote e voting and Video Conference (VC)/Other Audio Visual Means (OAVM) is provided in view of the prevailing COVID-19 Pandemic

Annexure

(Forming part of Notice of 16^th Annual General Meeting)

1. Notes to Item No.3

The following members have been elected in place of those retiring on the conclusion of the 16^th Annual General Meeting through remote e-voting (Voting through Electronic means).

* Re-elected

Note(ii)  Under Non-SSI (Rs.100- Rs.500 Cr) Category two member companies nominated their representatives for contesting against one position.  Both the candidates got equal votes resulting in a TIE. Since, the e-voting process prescribed is silent on the steps to be taken for deciding the elected candidate, the matter is referred to the Ministry of Commerce and their directions/decision is awaited for taking further action.

Note:2 Under categories (i) “Herbals/Ayurveda/Unani: No Limit” and(ii) Status Holders Rs.500 – 1000 Crs..  The Council has not received any valid nominations and hence the condition prescribed under clause 27.3(b) of Articles of Association gets invoked which reads as under

“If no nominations are received for any of the seats, Government of India reserves the right to nominate representatives from that segment of the industry on the basis of DGCIS data of Export values in the same category.

Thus the above three positions will be filled as per the directives /nominations as and when received from the Ministry of Commerce and the said members shall hold office along with the other elected members

1. CDSL e-Voting System – For Remote e-voting and e-voting during AGM/EGM

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM as well as in person.
2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.
3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
5. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.pharmexcil.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. evotingindia.com.
6. The AGM has been convened through VC/OAVM also in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
7. G.Rama Krishna Rao, Practising Company Secretary (FCS – F2449 & COP 8605) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner, whose e-mail address is goparaju.rk@gmail.com

THE INTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

• (i) The voting period begins on 15^th January, 2021 at 10 A.M. and ends on 17^th January, 2021 at 5.00 p.m. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) Members who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
• (iii) The Members should log on to the e-voting website evotingindia.com.
• (iv) Click on “Members” module.
• (v) Now enter your User ID: XXXXXXX.
• (vi) Next enter the Image Verification as displayed and Click on Login.
• Enter your password: XXXXXXX.
• After entering these details appropriately, click on “SUBMIT” tab.
• (ix) Click on the EVSN for the relevant <Company Name> on which you choose to vote.
• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
• 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 “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
• You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
• Members can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

INSTRUCTIONS FOR MEMBERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Members will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under members’ login by using the remote e-voting credentials. The link for VC/OAVM will be available in members’ login where the EVSN of Company will be displayed.

2. Members are encouraged to join the Meeting through Laptops / IPads for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Members who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 5 days prior to meeting mentioning their name, RCMC No, email id, mobile number at  agm@pharmexcil.com. The Members who do not wish to speak during the AGM but have queries may send their queries in advance 5 days prior to meeting mentioning their name, RCMC No., email id, mobile number at agm@pharmexcil.com. These queries will be replied to by the company suitably by email.

6. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

7. The list of ordinary members eligible to vote has been placed on the website of the Council under ‘Ordinary Members’ list and who wants to be listed as Ordinary Members may submit the necessary data to the Council for inclusion of their as Ordinary Members. If there is any change in email-id they may also contact the Council at agm@pharmexcil.com for necessary changes on or before 10^th January, 2021.

INSTRUCTIONS FOR MEMBERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. Only those Members, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

3. If any Votes are cast by the Members through the e-voting available during the AGM and if the same Members have not participated in the meeting through VC/OAVM facility , then the votes cast by such Members shall be considered invalid as the facility of e-voting during the meeting is available only to the Members attending the meeting.

4. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

5. The Chairman of the meeting reserves the right to allow voting by show of hands during the AGM or otherwise as provided in the Act.

6. The list of ordinary members eligible to vote has been placed on the website of the Council under Ordinary Members’ list and those who want to be listed as Ordinary Members may submit the necessary data to the Council for inclusion of their names as Ordinary Members.  If there is any change in email-id they may also send a mail at agm@pharmexcil.com for necessary changes on or before 10^th January, 2021.

• Note for Non – Individual Members and Custodians

• Non-Individual Members are required to log on to evotingindia.com and register themselves in the “Corporates” module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual Members are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; agm@pharmexcil.com , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call  on 022-23058542/43.

For any clarification the Members may contact Mr.S.Murali Krishna, Director (FAC); Cell No.9849283461 or 040-23735462 email id: agm@pharmexcil.com

Yours Sincerely,

Uday Bhaskar

Director General & Member Secretary

Encl: 16thAGMReport