Jubilant Pharmova : Notice 2021-22

Jubilant Pharmova Limited

(CIN: L24116UP1978PLC004624)

Regd. Office: Bhartiagram, Gajraula, District

Amroha - 244 223 (U.P.)

Email: [e-mail]

Website: www.jubilantpharmova.com

Phone: [phone]

NOTICE

Notice is hereby given that the Forty-Fourth Annual General Meeting of the Members of Jubilant Pharmova Limited ('the Company') will be held on Monday, September 26, 2022 at 11.00 A.M. (IST) through Video Conferencing ('VC')/ Other Audio Visual Means ('OAVM'), to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:
2. 1. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022 together with the Reports of the Board of Directors and the Auditors thereon; and
   2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022 together with the Report of the Auditors thereon.
3. To declare dividend on equity shares for the financial year ended March 31, 2022.
4. To appoint a Director in place of Mr. Priyavrat Bhartia [DIN: 00020603], who retires by rotation and, being eligible, offers himself for re-appointment.
5. To appoint a Director in place of Mr. Arjun Shanker Bhartia [DIN: 03019690], who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and the Appointment and Remuneration Policy of the Company, Mr. Ramamurthi Kumar [DIN: 09139426] who was appointed as an Additional Director of the Company effective from July 1, 2022 in terms of Section 161(1) of the Act and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation."
2. To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 (the'Act') and Schedule V thereto and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force and the Appointment and Remuneration Policy and the Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions of the concerned authorities as may be necessary and subject to such other conditions and modifications as may be prescribed, imposed or suggested by such concerned authorities while granting such approvals, consents, permissions and sanctions and as may be agreed to by the Board of Directors of the Company (hereinafter referred to as 'the Board' which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise the powers conferred by this resolution), approval of members of the Company be and is hereby accorded to the appointment of Mr. Ramamurthi Kumar [DIN: 09139426] as Whole-time Director ('WTD') of the Company for a period of 3 (three) years effective from July 1, 2022 on the following terms and conditions including remuneration:

1. Salary, Allowances, Perquisites and Retiral Benefits
2. 1. Basic Salary: ` 58,46,640 per annum.
   2. HRA: ` 35,07,984 per annum.
   3. Special & Other Allowances

He will be provided a special allowance upto

1. • 26,73,330 per annum and Car Allowance upto
   • 6,75,000 per annum.
2. Annual Variable Pay
   Performance linked Variable Pay of ` 43,84,615 shall be paid per annum at 100% of performance achievement. Payout of the Variable Pay would be determined based on the performance parameters laid out in the Company's Variable Pay Plan.
3. Long Term Incentive Plan
   WTD shall be eligible for Long Term Incentive Plan including Stock Options as per policies of the Company.
4. Perquisites: Telephone at residence and mobile phone shall be provided as per the rules of the Company.
5. Retirals: Provident Fund, Gratuity, etc. as per the rules of the Company.

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1. 1. Others Benefits & Amenities
   2. 1. Leave Travel Allowance as per the rules of the Company.
      2. Other amenities and benefits like car reimbursement, medical reimbursement, meal and gift coupons, etc. as per the rules of the Company.
      3. Hard Furnishing, Personal Accident Insurance, Group Term Insurance and Mediclaim Insurance as per the rules of the Company.
2. Others
   The appointment may be terminated by either party by giving prior written notice of three months to the other party of such termination or by paying Basic Salary in lieu of the notice period.

RESOLVED FURTHER THAT the Board be and is hereby authorized to vary, alter or enhance (collectively referred to as 'Variation') the remuneration payable to WTD from time to time, considering the performance of WTD, profitability of the Company and other relevant factors, during the tenure of his appointment to the extent permitted under Section 197 read with Schedule V and other applicable provisions, if any, of the Act.

RESOLVED FURTHER THAT the remuneration payable to WTD as mentioned above may exceed 5% of net profits of the Company and the aggregate remuneration paid to the Managing Director(s) and Whole-time Director(s) may exceed 10% of net profits of the Company, calculated in accordance with the provisions of Section 198 of the Act or any amendment thereto and where in any financial year during the tenure of appointment of WTD, the Company has no profit or its profits are inadequate, the remuneration mentioned above (including any revision in the remuneration that may be approved by the Board of Directors from time to time) be paid as minimum remuneration to WTD.

RESOLVED FURTHER THAT the Board of the Company be and is hereby authorised to do all such acts and deeds as it may consider necessary, expedient or desirable, in order to give effect to the foregoing resolution or otherwise as considered by the Board to be in the best interest of the Company."

By Order of the Board

For Jubilant Pharmova Limited

Place: Noida	Rajiv Shah
Dated: July 1, 2022	Company Secretary
NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the 'Act'), in respect of the Special Business to be transacted at the 44th Annual General Meeting ('AGM' or the 'Meeting') is annexed.
2. Brief profile and other information of the Directors proposed to be appointed/ re-appointed are annexed hereto.
3. Considering the Covid-19 pandemic, the Ministry of Corporate Affairs ('MCA') has, vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020, January 13,

2021, December 8, 2021, December 14, 2021 and May 5, 2022 (collectively referred to as the 'MCA Circulars') and Securities and Exchange Board of India ('SEBI') vide its circular dated May 12, 2020, January 15, 2021 read with circular dated May 13, 2022 (collectively referred to as the 'SEBI Circulars'), permitted convening the AGM through VC or OAVM, without the physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations'), the AGM of the Company is being held through VC/ OAVM.

1. Since this AGM is being held without physical presence of the Members, the Proxy Form and the Attendance Slip are not annexed to this Notice.
2. Members attending the AGM through VC/ OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
3. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
4. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice, interalia, explaining the manner of attending AGM through VC/ OAVM and electronic voting (e-voting) along with the Annual Report for the Financial Year 2021-22 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or Depository Participants or Registrar and Transfer Agent ('RTA') of the Company, M/s Alankit Assignments Limited. Members may note that the Notice and Annual Report 2021-22 will also be available on the Company's website www.jubilantpharmova.com, website of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.com, respectively and on the website of National Securities Depository Limited ('NSDL') at www. evoting.nsdl.com.
5. Since the AGM will be held through VC/ OAVM without physical presence of the Members at a common venue, the route map is not attached.
6. The Notice of AGM and Annual Report will be sent to those Members/ beneficial owners whose names appear in the Register of Members / list of beneficiaries received from the Depositories as on Friday, August 19, 2022.
7. The dividend, as recommended by the Board of Directors of the Company (` 5 per equity share of ` 1 each), if declared at the Meeting, will be paid on or before Tuesday, October 25,
   2022 to those members or their mandates:
8. • whose names appear on the Company's Register of Members on Friday, August 12, 2022; and
   • whose names appear as Beneficial Owners as at the end of business hours on Friday, August 12, 2022 in the lists of Beneficial Owners furnished by National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL') in respect of shares held in dematerialised form.
9. Payment of Dividend Electronically
   Dividend will be paid, preferably through NECS, wherever such facility is available, under intimation to the members. In case

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dividend cannot be paid through NECS, it will be paid through dividend warrants/ demand drafts.

In cases where the payments to the members holding shares in dematerialized form are made by dividend warrants, particulars of bank account registered with their Depository Participants will be considered by the Company for printing the same on dividend warrant.

For those members who have not provided NECS details/ bank account details, the Company shall print the registered address of the members on the dividend warrant.

12. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of shareholders with effect from April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the shareholders at the prescribed rates. The TDS rate may vary depending on the residential status of the shareholder and the documents submitted to the Company in accordance with the provisions of the Income Tax Act, 1961. It is to be noted that dividend for the FY 2021-22 is subject to declaration by the Members at the AGM. Upon declaration, this dividend will be taxable in the hands of the shareholders in the FY 2022-23 (Assessment Year 2023-24). Accordingly, all the details and declarations are required to be furnished for FY 2022-23 (Assessment Year 2023-24). The rate of TDS for various categories of shareholders along with the required documents are available at the website of the Company at www.jubilantpharmova.com.

Kindly note that the aforesaid documents, duly executed, can be sent to the company as under:

1. Executed documents can be sent through email at [e-mail];
2. Executed documents (in original) can be sent directly at the Corporate Office of the Company situated at Plot 1A, Sector 16A, Noida-201301.

The aforesaid executed documents must reach the Company on or before September 19, 2022 in order to enable the Company to determine and deduct appropriate TDS/ withholding tax on payment of dividend. It is to be duly noted that the Members sending documents through email are also required to send the executed documents (in original) at the Corporate Office of the Company.

1. Bank Mandate
   Members who hold shares in physical form are requested to intimate the Company's RTA under the signature of the Sole/ First holder, the following information relating to their bank accounts to enable the Company to pay the dividend electronically:
2. • Bank account number;
   • Account type, whether savings or current;
   • Name of the Bank and complete address of the branch with PIN Code;
   • MICR and IFSC Codes; and
   • Name of Sole/ First holder.
3. Change of Address or Other Particulars
   Members are requested to intimate change, if any, in their address (with PIN Code), E-mail ID, nominations, bank details,

mandate instructions, National Electronic Clearing Service ('NECS') mandates, etc. under the signature of the registered holder(s) to:

• The Registrar and Transfer Agent ('RTA') of the Company in respect of shares held in physical form; and
• The Depository Participants in respect of shares held in electronic form.

15. Pursuant to Section 72 of the Act, read with Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, member(s) of the Company may nominate a person to whom the shares held by him/ them shall vest in the event of his/ their unfortunate death. Accordingly, members holding shares in physical form, desirous of availing this facility may submit nomination in Form SH-13 to RTA of the Company. In respect of shares held in dematerialised form, the nomination form

may be filed with the concerned Depository Participant.

1. Dividends pertaining to the Financial Years upto and including 1993-94, remaining unpaid/ unclaimed, have been transferred to the General Revenue Account of the Central Government. Members having valid claims of unpaid/ unclaimed dividend for any of these Financial Years may approach the Investor Education and Protection Fund Authority ('IEPF Authority').
   Dividends pertaining to the Financial Years 1994-95 to 2013-14 remaining unpaid/ unclaimed, have been transferred to the Investor Education and Protection Fund (the 'Fund'). No claims shall lie against the Company for the amounts transferred as above. Members having valid claims of unpaid/ unclaimed dividend for any of these financial years may approach the IEPF Authority.
   Members may kindly note that unpaid/ unclaimed dividend for the year 2014-15 is due for transfer to the Fund on October 3, 2022. Members are, therefore, requested to lodge their claims with RTA, well in advance to avoid any hardship. Once transferred, Members having valid claims of unpaid/ unclaimed dividend for the year 2014-15 may approach the IEPF Authority.
   Attention of the members is drawn to the provisions of Section 124(6) of the Act which require a company to transfer all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more, in favour of the IEPF Authority.
   In accordance with the aforesaid provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has transferred 20,04,370 shares, to the Fund, in respect of which dividend has not been paid or claimed by the members for 7 (seven) consecutive years or more with respect to the financial years 2008-09,2009-10,2010-11,2011-12,2012-13 and 2013-14. The Company shall be initiating similar action in respect of dividend declared for the financial year
   2014-15. Members are advised to visit the web-link:https://w w w. jubilantpharmova . com/investors/unclaimed-dividend-and-shares to ascertain details of the shares to be transferred to the IEPF Authority.
2. The Company has a dedicated E-mail address [e-mail] members to e-mail their queries or lodge complaints, if any. We will endeavor to reply to your queries at the earliest.

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The Company's website www.jubilantpharmova.comhas a dedicated section on Investors. It also answers your Frequently Asked Questions (FAQs).

1. SEBI has mandated that securities of listed companies can be transferred only in dematerialized form effective from April 1, 2019. Members are, therefore, requested to dematerialise their shareholding, if not already done, to avoid inconvenience in future.
2. The Company had sub-divided each equity share of ` 5 into five equity shares of ` 1 each effective from March 24, 2006. Many members had not surrendered their old ` 10 denominated share certificates of Ramganga Fertilizers Limited/ Vam Organic Chemicals Limited/ Jubilant Organosys Limited or ` 5 denominated share certificates of Jubilant Organosys Limited, for exchange with new ` 1 denominated share certificates.
   Pursuant to Clause 5A of the erstwhile Listing Agreement with the Stock Exchanges, members who had not claimed share certificates as above were sent three reminder letters requesting them to claim their equity shares. Thereafter, in terms of the erstwhile Listing Agreement, 27,31,320 equity shares pertaining to 4,845 members, which remained unclaimed, were transferred during the year 2011-12 to Jubilant Pharmova Limited-Unclaimed Suspense Account. During the year 2021-22, 8,655 equity shares were transferred to the respective members and 1,460 equity shares were transferred to the Fund. The voting rights on the remaining shares lying in this Account will remain frozen till the rightful owners of such shares claim the shares. Members may approach RTA to get their shares released from this Account.
3. All share and dividend related correspondence may be sent to RTA at the following address:
   Alankit Assignments Limited (Unit: Jubilant Pharmova Limited)
   205-208, Anar Kali Complex, Jhandewalan Extension, New Delhi - 110 055, India
   Phone: [phone]
   E-mail:[e-mail]
   In all correspondence, please quote your DP ID & Client ID or Folio Number.
4. Your feedback/ comments for further improvement of shareholder services are welcome. You may fill up and submit the Investor Feedback Form online on our website www.jubilantpharmova.com.
5. Relevant documents referred to in the Annual Report including AGM Notice and Explanatory Statement are available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM and during the AGM. Members seeking to inspect such documents can send an email to [e-mail].
6. During the AGM, Members may access scanned copy of
   (i) Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act; (ii) the Register of Contracts or Arrangements in which Directors are interested under Section 189 of the Act and (iii) Certificate that the Stock Option Plan and General Employee Benefits Scheme have been implemented in accordance with the SEBI (Share

Based Employee Benefits and Sweat Equity) Regulations, 2021

(iv) or any other documents as may be required, upon Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com.

24. INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM ARE AS FOLLOWS:

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited ('NSDL') for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system i.e. facility to cast vote prior to the AGM and also e-voting during the AGM will be provided by NSDL.
   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.jubilantpharmova.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and from the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
2. The Members will be allowed to join the AGM through VC/ OAVM facility, thirty (30) minutes before the scheduled time of commencement of the AGM and shall be kept open throughout the proceedings of the AGM. The facility of participation at the AGM through VC/ OAVM will be made available for 1,000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination, Remuneration and Compensation Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-Voting period commences at 9:00 a.m. (IST) on Friday, September 23, 2022 and ends at 5:00 p.m. (IST) on Sunday, September 25, 2022. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/ Beneficial Owners as on the record date (cut-off date) i.e. Monday, September 19, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Monday, September 19, 2022.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

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Step 1: Access to NSDL e-Voting system

1. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
   In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with the Depositories and Depository Participants. Shareholders are advised to update their mobile number and Email ID in their demat accounts in order to access e-Voting facility.
   Login method for individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual	Shareholders	1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither
holding securities in demat	on a Personal Computer or on a mobile. On the e-Services home page, click on the "Beneficial
mode with NSDL	Owner" icon under "Login" which is available under 'IDeAS' section. This will prompt you to enter
		your existing User ID and Password. After successful authentication, you will be able to see e-Voting
		services under Value added services. Click on "Access to e-Voting"undere-Voting services and you
		will be able to see e-Voting page. Click on the company name or e-Voting service provider i.e. NSDL
		and you will be re-directed to e-Votingwebsite of NSDL for casting your vote during the remote
		e-Voting period or joining virtual meeting & voting during the meeting.
		2. If you are not registered for IDeAS e-Services, option to register is available at
		https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at
		https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
		3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
		https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home
		page of e-Voting system is launched, click on the icon"Login"which is available under'Shareholder/
		Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit
		demat account number held with NSDL), Password/ OTP and a Verification Code as shown on the
		screen. After successful authentication, you will be redirected to NSDL Depository site wherein
		you can see e-Voting page. Click on the company name or e-Votingservice provider i.e. NSDL
		and you will be redirected to e-Voting website of NSDL for casting your vote during the remote
		e-Voting period or joining virtual meeting & voting during the meeting.
		4. Shareholders/ Members can also download NSDL Mobile App "NSDL Speede" facility by scanning
		the QR code mentioned below for seamless voting experience.

Individual	Shareholders	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password.
holding securities in demat	Option will be made available to reach e-Voting page without any further authentication. The
mode with CDSL	URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/loginor
		www.cdslindia.comand click on New System Myeasi.
		2. After successful login of Easi/ Easiest, the user will be also able to see the e-Voting Menu. The Menu
		will have links of e-Votingservice provider i.e. NSDL. Click on NSDL to cast your vote.
		3. If the user is not registered for Easi/ Easiest, option to register is available at
		https://web.cdslindia.com/myeasi/Registration/EasiRegistration
		4. Alternatively, the user can directly access e-Voting page by providing demat Account Number
		and PAN No. from a link in www.cdslindia.comhome page. The system will authenticate the user
		by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful
		authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is
		in progress.
Individual	Shareholders	You can also login using the login credentials of your demat account through your Depository
(holding securities in demat	Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see
mode) login through their	e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
depository participants	successful authentication, wherein you can see e-Voting feature. Click on the company name or
		e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting
		your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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