sun pharmaceutical industries ltd 051010

8/4/2019 Sun Pharmaceutical Industries Ltd 051010

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eSUNP H A R M A C E U T I C A LI N D US TR IE S L TD .

SUN PHARMACEUTICAL INDUSTRIES LIMITEDRegd. Office: SPARC, Tandalja, Vadodara - 390020.

Mumbai Office: 17-8, Mahallndustrial Estate, Mahakali Caves Road, Andheri (E), Mumbai - 400 093.Website: www.sunpharma.com. E-mail address:[email protected]

POSTAL BALLOT NOTICEhe Board of directors of the Company had at its meeting held on September 24, 2010, approved sub-division ofe nominal value of the Equity Share Capital of the Company from Rs. 5 / - per share to Re. 1 1 - per share, andlteration of the Memorandum and Articles of Association of the Company consequent to the sub-division of thequity Shares of the Company becoming effective, as proposed in the Ordinary and Special Resolutionspended to this Notice.s perthe provisions of section 94 of the Act, a company may after obtaining the approval of the Members bywayf Ordinary resolution alter its share capital by sub-dividing the shares. On the sub-division of the sharesecoming effective, the alteration of the relevant clauses of the Memorandum and Articles of Association of theompany are also required to be approved by Members by way of Ordinary resolution and Special Resolutionspectively. Interms of Clause 4 ofthe Companies (Passing of Resolution by Postal Ballot) Rules, 2001 ("Rules"),assing of Resolution through Postal Ballot for the said proposal is not mandatory. Clause 119B of the Articles ofssociation of the Company also permits the Company to adopt the mode of passing a resolution by theembers of the Company by means of a postal ballot and/or other ways as may be prescribed by the Centralovernment in this behalf instead of transacting such business in a General Meeting of the Company. Pursuant toection 192A of the Act, a listed Company may propose any resolution to be passed by the members throughostal Ballot in accordance with the Postal Ballot Rules. Thus although not mandatory, as a measure of goodorporate governance, the Board is seeking members' approval through Postal Ballot process instead ofonvening an Extra-ordinary general meeting, to facilitate wider participation in the decision making process bymbers residing at different locations.cordingly the draft of the proposed Ordinary and Special Resolutions together with the Explanatory Statementetting out the material facts and reasons for the Resolutions are being sent to you alongwith a Postal Ballot Form"Form") for your consideration. The Company has appointed Mr. Umesh Lakhani, Partner,Mis. S. H. Bathiya &sociates, Mumbai as the Scrutinizer for conducting the postal ballot process.-Voting option: We are pleased to announce that as a good corporate governance initiative, the Company isroviding an option to those members holding shares in demat form, to vote on the postal ballot by way oflectronic voting / e-voting. Voting by electronic mode may be a more convenient means for exercising the votingghts and may help to increase members' participation in the decision-making process. As we understand, the e-oting will be faster & transparent process, will reduce possibility for invalid or duplicate votes and will enhanceorporate Governance and provide ease to the members to take part in the decision making process from theomfort of their home/office. You are requested to carefully read the e-Voting instructions attached alongwith thestal ballot form, before casting your vote on e-Voting site (http://www.evotingindia.com).

case of physical voting, you are requested to carefully read the instructions printed on the Postal Ballot Formnd return the same duly completed (no other form or photocopy thereof is permitted), in the attached selfddressed, postage pre-paid envelope (if posted in India) so as to reach the Scrutinizer or cast the votes bylectronic mode, as applicable, not later than 6.00 p.m. on Monday, 8th November, 2010. Upon completion of therutiny of the forms/e-voting, the Scrutinizer shall submit his report to the Company, as soon as possible after thest date of receipt for postal ballot but not later than closing of business hours of Thursday, 11th November,

he Chairman & Managing Director or any Whole-time Director of the Company or any person authorised by theirector of the Company will announce the result of the postal ballot on Friday, 12th November, 2010 at 4.00.m., at the Office of the Company at Sun Pharmaceutical Industries ltd., 1'7-8, Mahal Industrial Estate,ahakali Caves Road, Andheri (E), Mumbai - 400 093. The date of declaration of the results of postal ballot.sult will betaken to bethe date of passing of the resolutions ......................1
http://www.sunpharma.com./mailto:address:[email protected]:address:[email protected]://www.sunpharma.com./


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The result of the Postal Ballot will be displayed at the Registered Office and the Mumbai Office, besides beingcommunicated to the Stock Exchanges on which the Company's Equity Shares are listed. The results will also bepublished in the newspapers and will be displayed on the web-site of the Company at www.sunpharma .com, forthe information of the Members.Notice isnow hereby given, to the members of Sun Pharmaceutical Industries Ltd., for passing resolution throughPostal Ballot pursuant to clause 119B of the Articles of Association of the Company read with section 192A of theCompanies Act, 1956 ("Act") read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2001 .(including any statutory modification or re-enactmentthereoffor the time being inforce) :1. To consider and, if thought fit, to give assent or dissent to the following resolution as an ORDINARY

RESOLUTION:S ub -d iv is io n o f s ha re s a nd a lte ra tio n o fth e M em o ra nd um o f A ss oc ia tio n:"RE SO LVE D THAT pursuant to the provisions of Articles of Association of the Company and section 94 ofthe Companies Act, 1956, and other applicable provisions, if any, and subject to such approvals, consents,permissions and sanctions, if any, as may be necessary from the appropriate authorities, and subject tosuch conditions as may be agreed to by the Board of Directors of the Company (hereinafter referred to as"the Board", which term shall also include any committee thereof), consent of the Members ofthe Companybe and ishereby accorded for sub-dividing the equity shares of the Company, including the paid-up shares,such that each existing 1Equity Share of the Company of the face value of Rs.5/- (Rupees Five) each be sub-divided into 5 Equity Shares of the face value of Re.1l- (Rupee One) each and that consequent to the sub-division of the Equity Shares of the Company becoming effective, the Authorized Share Capital of theCompany of Rs. 1,500,000,000 (Rupees One Thousand Five Hundred Million only) would comprise of1,500,000,000 (One Thousand Five Hundred Million) Equity Shares of Re.1/- each and thereforeconsequent to the sub-division of the Equity Shares of the Company becoming effective, the existingClause V of the Memorandum of Association of the Company relating to share capital be and is herebyaltered by deleting the same and substituting inplace thereof, the following as new Clause V:V . The Authorised Share Capital of the Company isRS.1500,OOO,OOO/-Rupees One Thousand Five Hundred.Million only) divided into 1500,000,000/- {One Thousand Five Hundred Million Equity Shares of Re.1/-(Rupee One only) each, with powerto classify or reclassify, increase or reduce the capital from time to time in.accordance with the regulations of the Company and the legislative provisions for the time being in force inthis behalf and with the power to divide the share capital for the time being into several classes and to attachthereto respectively any preferential, qualified or special rights, privileges or conditions including as tovoting and to vary, modify or abrogate the same in such manner as may be permitted by the Act or as may forthe time being be provided for by these presents and the Articles of Association of the Company.""RESO LVED FURTHER THA T pursuant to the sub-division of the equity shares of the Company, the issued,subscribed and paid up equity shares of face value Rs.5/- (Rupees Five) each, shall stand sub-divided intoequity shares of face value of Re. 1/- (Rupee One) each, fully paid-up.""RESO LVED FU RTH ER TH AT the existing share certificate(s) in relation to the equity share capital held inphysical form be cancelled and new share certificate(s) of face value Re.1/ - each be issued inexchange/place of the old share certificates of face value Rs.5/- each, in respect of the equity shares held bythe members of the Company consequent upon the sub-division of the equity shares as aforesaid and incase of shares held in the dematerialized form, the sub-divided equity shares be credited to the respectivedemat accounts of the beneficiaries in lieu of the existing shares held by them as on the record date fixed forthe purpose."RESO LVED FURTHER THAT the any of the Directors of the Company and/or any person(s) authorised byany of the Directors of the Company be and is/are hereby authorized to do, perform and execute all suchacts, deeds, matters and things as it may consider necessary, expedient, usual or proper to give effectto this

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http://www.sunpharma.com%2C/http://www.sunpharma.com%2C/


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resolution including but not limited to fixing of the record date as per the requirement of the ListingAgreement, execution of all necessary documents with the Stock Exchanges and the Depositories, ReserveBank of India and / or any other relevant statutory authority, ifany, cancellation or rectification of the existingphysical share certificates in lieu of the old certificates and to settle any question or difficulty that may arisewith regard to the sub-division of the equity shares as aforesaid or for any matters connected herewith orincidental hereto."

2. To consider and, if thought fit, to give assent or dissent to the following resolution as SPECIALRESOLUTION:Alteration of the Articles of Association:"RESOLVED THAT consequent to the sub-division ofthe Equity Shares of the Company becoming effectiveas stated at Item No.1 ofthis Notice and in pursuance to the provisions of Section 31 and all other applicableprovisions, if any, of the Companies Act, 1956, the existing Clause 4 of the Articles of Association of theCompany be and is hereby altered by deleting the same and substituting in place thereof, the following asNew Clause 4:4. The Authorised Share Capital ofthe Company is Rs.1500,000,000/- (Rupees One Thousand Five HundredMillion only) divided into 1500,000,000/- (One Thousand Five Hundred Million) Equity Shares of Re.1/-(Rupee One only) each, with power to classify or reclassify, increase or reduce the capital from time to time inaccordance with the regulations of the Company and the legislative provisions for the time being in force inthis behalf and with the powerto divide the share capital for the time being into several classes and to attachthereto respectively any preferential, qualified or special rights, privileges or conditions including as tovoting and to vary, modify or abrogate the same in such manner as may be permitted by the Act or as may forthe time being be provided for by the Articles ofAssociation of the Company."

By order of the BoardFor Sun Pharmaceutical Industries Ltd.,

Sd/Kamlesh H. ShahCompany SecretaryRegistered Office:

SPARC,Tandaija.vadodara - 390 020.Place: MumbaiDate: September 30,2010

NOTES:1) The Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956 is annexed hereto.2) The Company has appointed Mr. Umesh Lakhani, Partner, Mis. S. H. 8athiya & Associates, Mumbai as

the Scrutinizer for conducting the postal ballot process. The Postal Ballot Form and the self-addressedbusiness reply envelope are enclosed forthis purpose.3) A member desiring to exercise vote by Postal Ballot/e-voting (for demat holders), is requested to carefully

read the instructions printed in the Postal Ballot Form, as applicable in case of physical voting by way ofPostal Ballot Form, and return the duly completed form in the attached self-addressed business replyenvelope, so as to reach the Scrutinizer at Sun Pharmaceutical Industries ltd., 178, MahallndustrialEstate, Mahakali Caves Road, Andheri (E), Mumbai 400093, or cast vote by eVoting, as applicable, onor before 6.00 p.m., on Monday, 8th November, 2010. The Postal Ballot Forms received after this date willbe treated as if the reply from the member has not been received.

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EXPLANATORY STATEMENTURSUANTTO SECTION 173(2) OFTHE COMPAN IE S ACT , 1956

I EMNO.1 &2:he equity shares of the Company are listed and are actively traded on the National Stock Exchange of Indiamited (NSE) and Bombay Stock Exchange Limited (BSE). The market price of the shares of the Company hasitnessed significant growth over the past few years and the shares are presently quoted in the range of around5.1850to Rs. 1950/-per share of Rs.5/- each.everal shareholders of the Company have been requesting the Company to split/subdivide the face value of itsares from Rs.Sper share to a lower face value to make them affordable and to increase liquidity. In view of this,e Board of Directors of the Company at their meeting held on September 24, 2010, considered it desirable tob-divide the nominal value ofthe equity share capital of the Company from Rs. 5/- per share to Re. 1/- per share5proposed inthe resolution.onsequent to the sub-divislon of the shares, the Capital Clause V of the Memorandum of Association of theompany and Clause 4 of the Articles of Association of the Company are required to be altered by the amendinglause Vand Clause 4 respectively as detailed inthe resolutions.s per the provisions of section 94 of the Act, a company may after obtaining the approval of the Members by wayf Ordinary resolution alter its share capital by sub-dividing the shares and the consequent alteration of thelevant capital clauses of the Memorandum and Articles of Association of the Company are also required to bepproved by Members by way ofOrdinary resolution and Special Resolution respectively.ccordingly, the Board recommends the resolutions as set out in item no.1 & 2 for approval ofthe members, as anrdinary resolution and special resolution respectively through Postal Ballot.fter the resolutions have been adopted by the members, the Company will fix a record date for splitting the shareertificates. Upon approval of the members for sub-division of shares, in case the shares are held in physical, theIdshare certificates offace value of Rs.5/- each will be cancelled on the record date and new share certificates ofce value Re.1/- each will be issued in place of the old share certificate. In case the shares are in dematerializedrm on the record date, the sub-divided shares of Re.1 each will be directly credited to the members dematccount in lieu of their existing shares of Rs. 5 each.copy of the Memorandum and Articles of Association of the Company showing proposed alteration isavailabler inspection at the Registered Office of the Company on any working day (except Sundays and Public Holidays)etween 11.00 a.m. and 1.00 p.m. till Monday, 8th November, 2010.one of the Directors of the Company is interested in the resolutions except to the extent of their respectivehareholdings in the Company and shareholding in the Company of their relatives and/oroncerns/companies/bodies corporate in which they may be interested directly or indirectly either as aember(s) and/or as a Director (s) and/or otherwise.

By order ofthe BoardFor Sun Pharmaceutical Industries Ltd.,

Sd/-Kamlesh H. Shah

Company Secretaryegistered Office:PARC,Tandalja, Vadodara-390 020.lace: Mumbaiate: September 30, 2010ncl.: 1. Postal Ballot Form

2. Self addressed postage pre-paid envelope.3. In case of Demat holders, password, securely printed on the PIN mailer.

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AVSUNP H A R M A C E U J 1 C A LI N D U S T R E S L T D .

SUN PHARMACEUTICAL INDUSTRIES LIMITEDRe gd . O ff ic e: SPARe , T an da lja , V a do da ra - 390 020.Mumba i O ffic e: 1 7- B, M a ha lln du st ria l E sta te , M a ha ka li C a ve s Ro ad , A nd he ri (E), M um bai - 400 093.

P OSTAL B ALLO T FO RMNo. I Last Da te : 8 th November. 2010 , 6 p . m . IName ofthe Member(s)Registered address ofthe Sole I :First named Member IBeneficial Owner

DPID&ClientIDRegistered Folio No.No of shares heldIIwe hereby exercise myI our vote in respect of the resolutions to be passed through postal ballot for the businesses stated in thenotice of the Company by sending myI our assent or dissent to the said resolution by placing tick (if) mark at the appropriate boxbelow:

(Signature O f the Member! Beneficial Owner): Please read the instructions carefully before exerCising the vote.

NOTEs/lNsmucnoNs

A m em ber deS iring to exercise vote by po stal ballo t m ay com plete this P osta l B allot Fo rm an d send it to th e C om pany in the a ttached se lf-a dd re ss ed p os ta ge p re p aid e nv elo pe . P o st ag e will b e b or ne a nd p aid b y t h e C omp an y. H owev er , e nv elo pe s c on ta in in g p os ta l b allo ts , it sa nt b yc ou rie r o r p os t a t t he e xp en se 0 1 the member will also be accepted.T he s elf-a dd re ss ed e nv elo pe a tt ac he d to th is n ot ic e b ea rs th e a dd re ss o f th e s cru tin iz er a pp oin te d by th e B oa rd o f D i re cto rs o f t he C om pa ny , tow h i ch d uly c omp le te d P os ta l B allo t F orm is t o b e s en t.T his fo rm s ho uld b e comp le te d a nd s ig ne d b y t he m embe r. In c a se o f jo in t h old in g, th is fo rm s ho uld b e c om ple te d a nd sig ne d b y th e firs t n am edm em ber and in his/her absence, by the next nam ed m em ber as per the specim en signature registe red w Ith the C om pany /D eposito ryParticipants.T he re w ill b e o nly o ne P o sta l B allo t F orm f or e ve ry fo lio ir re sp ec tiv e of th e n umb er o f j oin t memb ers .In comple te , u ns ig ne d o r in co rre ctly fille d o r b ea rin g mo re th an o ne [f ] Posta l Ba l lo t fo rms will be sub je ct t o r ej ec tio n b y t he Sc ru tin iz er .D u ly c om ple te d P os ta l B allo t F orm s ho uld re ac h th e C om pa ny n ot la ta rth an 6 .0 0 p .m ., o n M on da y, 8th NoYember, 2 0 1 0 . P os ta l B allo t F ormr ec eiv ed a fte r th is d ate w ill b e s tric tly tre ate d a s lith e re ply fr om th e membe r h as n ot b ee n re ce iv ed .otin r; rig hts s ha ll b e r ec ko ne d o n th e p aid u p v alu e o f s ha re s re gis te re d in th e n ame o f t he M embe rs /B en efic ia l Ow ne rs o n th e d ate o f d es pa tc hft he no ti ce .e v ote s s ho u I d b e c a st e ith er in fa vo ur o r a ga in st th e re so lu tio n(s) b y p uttin g th e tick [;-] m ark in th e c olu mn p ro vid ed fo r a ss en t o r d is se nt

e t he s ha re s a re h eld in d ema te ria liz ed fo rm , t he membe rs a re a dv is ed to fo rw ar d t he ir re qu es ts fo r c ha ng e o f a d dre ss a nd u pd atio n o fPTO


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ban k a ccoun t d e ta il s t o t he ir respective depositary participants. Incase the s ha re s a re hel d in physical form, the m e r m e r s ar e advised to updatethe ir in fo rmat ion with the Registrar and Share Transfer Agent, Ur* InIme India Pvt. Ud., C-13. Pannalal SIlk MIHsCompound, L.B.S.IIarg,Bhandup (West), MumbaI-400078.e Sc rut in ize r's dec is ion on the validity o f the votewill be final.

In c as e o f s ha re s h eld b y C omp an ie s, Trusts. Societies etc., and exercising vote b y w ay of Postal Ballot Form, the duly completed Postal Bal lotF o rm shou ld be a ccorT "4 >8f li edb y a certified true copy of the Board Resolution! Authority Let terl Powe r of Attorney, together with attesteds igna tu re/s o f the Authori sed Signatory fles }.A Member need not use a ll h is votes nor does he need to cast a ll h is v ot es in the same way. Ha Member desires to cast only a part of hislherfrtsvotes or cast part of them i n favour and part of them against the resoUion(s), the runber of shares in respect of which votes are cast shotid bemen ti on ed in the respective columns, in the absence of which, a ll thevotes shall be deemed to have been cast as pe r the tick mark placed by theMember .Vo t ing r igh ts i na Postal Bal lot cannot be exercised by a Proxy.Members are r eq ues te d no t t o send any other matter along with the Postal ballot Form in the enclosed postage pre-pa id seH-addressed bus inessrep ly enve lope . If any ex traneous papers are found, the same wi ll be destroyed by the Scrutinizer.Member s ha vi ng sha re s i n d emal :form may vote either b y w ay of Postal Bal lo t Form or b y w ay of e -vo t ing . In case themember h a s e xe rc is ed thevo te i n phys ica l as well as e lec troni c mode , the v ote b y a ny on e of the modes O . e . physical or electronic) will be considered, if the vote cast is insame manne r i n both th e modes. However if the member has vo ted d if fe ren tl y i n both modes, i n that case the vote cast b y w ay of physical PostalBal lo t wou ld be cons idered va l id .

PROCEDUREFORE~OnNG(optional for m em bers ho ld in g shares In d em at mode only)

a rMember ,are p leased to announce that your com pany has decided to o f f e r e-V oling facility to enable you to cast y ou r p os ta l b allo t f r om th e

nvenience o f your hom e loffice. To help you to cast your vote, we are enclosing your passw ord, secure ly prin ted on the P IN ma ile rc losed w ith th is N otice . W e req uest you to follo w th e fo llow ing procedu re :

- - O pen your web browser and .log on to the e-V oting website www.evotingindia.com.Cl ick on the button "C UC K HERE TOPROCEED " and select the "Sun Pharm a "from the drop down menu on the next page .

- - Y ou can then login to the e-Voting system using your user-id, PAN and the Password. The User Id should be entered asfol lows: D em at account holders* C OS L: Y our 16d ig it BO lD* NSD L : Y our 8 digit O P 10+ 8 d ig it C li en t 10

- > After logging in, you w ill have to m andatorily change your password in the new password fie ld and confirm yourdem ograph ic de tails. In the dem ographic deta ils , you m ay also provide your em ail address and your m obile num ber.K in dly re memb er th e p as sw ord asth is can be used for voting on futu re reso lu tions as w ell.

- > C lick on the R eso lu tion F ile L ink if you w ish to view the com plete re so lution.- > Y ou will then be d irected to the V oting P age where you will be ab le to select the For I A gainst options and enter the num ber

o f s ha re s u nde r e ach of the headings (no. o f votes to be casted on the resolution s), but no t excee ding yourtotal ho ld in g.- - A fte r s ele ctin g th e lis t of the reso lu tions you have decided to vote on, click on S ubm it. A con firm ation boxw ill be displayed.

If y ou w ish to confirm you vote click on O Kor else to change your vote click on C ancel and accordingly modify y ou v ote .- - O nce you have voted on a resolution, you w ill not be a llowed to modify y ou r v ote .- - Y ou can login any num ber of tim es till yo u ha ve cast your vote on al l th e re so lu tio ns o rtill th e e nd of th e v otin g p erio d

w hic he ve r is e ar lie r.- - If y ou w ish to kind ly provide fee dback o n the e -V otin g syste m b y click ing on S ug gestion s.

you have any queries or issues regarding e-vo tinq please contact on helpdesk.evoting@Cdsl india.com
http://www.evotingindia.com.click/mailto:[email protected]:[email protected]://www.evotingindia.com.click/

sun pharmaceutical industries ltd 051010

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