Page 245 - FBL AR 2019-20

Annexure to Notice
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘Act’).

Item no. 4: as per the scheme of amalgamation approved by the National
The members are hereby informed that the Board of Directors Company Law Tribunal (‘NCLT’) vide its order dated September
approved the appointment of Ms. Rajashri Ojha as an Additional 19, 2019 (“Scheme”);
(Independent) Director with effect from April 1, 2020 in terms of (b) Clause 8 of the Scheme, inter alia, provided that all the
Section 161 of the Companies Act, 2013 (‘Act’) and her appointment permanent employees of the Transferor Company who were
as an Independent Director is subject to approval by the members in employment as on September 26, 2019 (the “Effective Date”)
at a general meeting.
shall become the permanent employees of the Transferee
Ms. Ojha has been associated with pharmaceutical industry for Company with effect from the Effective Date without any break
more than two decades and has expertise in various areas including or interruption in service and on terms and conditions as to
global drug regulatory affairs, QC-QA-QM, regulatory compliance, employment and remuneration not less favourable than those
registration & marketing approvals across the globe, and in on which they were engaged or employed by the Transferor
abovementioned areas, she would play an important role in overall Company.
strategic decisions making process of the Company.
(c) Ms. Anupama Datla Desai was an Executive Director of Old
As required under Listing Regulations and Secretarial Standards FBL until its Board was dissolved on the Effective Date of the
on General Meetings as specified by the Institute of Company Scheme;
Secretaries of India, a brief profile of Ms. Ojha is annexed to this (d) Accordingly, with effect from September 27, 2019, the Board
notice. The Company has received notice under Section 160 of the of Directors of the Company, on recommendation of the
Act from a member proposing her candidature for the office of Nomination and Remuneration Committee, approved the
Director on the Board of Directors of the Company.
appointment of Ms. Anupama Datla Desai as an (i) Additional
On recommendation of the Nomination and Remuneration Director in terms of Section 161 of the Companies Act, 2013
Committee of the Company and in the opinion of the Board, Ms. including rules made thereunder (‘Act’), and (ii) Executive
Ojha fulfils conditions specified in the Act and the rules made Director in terms of Section 196, 197 and 203 read with
thereunder and that she is independent of the management. Schedule V and other applicable provisions of the Act for a
period of 3 years i.e. from September 27, 2019 till September
Considering the above and in compliance with the provisions of 26, 2022, subject to approval by the members at a general
Section 149, 150 and 152 read with Schedule IV and Companies meeting.
(Appointment and Qualification of Directors) Rules, 2014 of the
Act and applicable provisions of Listing Regulations including (e) Ms. Anupama Datla Desai shall act as a Key Managerial
Regulation 17, it is proposed to appoint Ms. Ojha as an Independent Personnel (KMP) of the Company pursuant to the provisions
Director on the Board of Directors of the Company, not liable to of Section 203 read with Section 2(51) of the Companies Act,
retire by rotation, for a term of 5 (Five) consecutive years, effective 2013.
from April 1, 2020.
The material terms of the agreement entered into between the
Therefore, the Board of Directors recommends this resolution for Company and Ms. Anupama Datla Desai on September 26, 2019
approval of the members of the Company, as Special Resolution. (‘Agreement’) are as under:
A copy of the draft Letter of Appointment for Ms. Rajashri Ojha, I. Basic Salary: Rs. 5,50,000 per month, in the scale of Rs.5,50,000
setting out the terms and conditions, shall be made available - Rs.7,15,000 and eligible for revision as and when deemed fit
for inspection by the members as set out under ‘Documents for by the Nomination and Remuneration Committee /Board of
inspection’ in the Notes to the Notice. Directors.

Ms. Ojha does not hold any share in the Company as on the date of II. In addition to the aforesaid Basic Salary, Ms. Anupama Datla
this notice. Desai shall also be entitled to the following perquisites:
Except Ms. Ojha, none of the directors, key managerial personnel or a. Supplementary Allowance: Rs. 10,000 per month;
their relatives is interested in the resolution.
b. House Rent Allowance: Rs. 50,000 per month;
Item No. 5 and 6 c. Leave Travel Concession: Return passage for self and family
The members are hereby informed that: subject to a maximum of one month’s basic salary;
(a) During the financial year 2019-20, Company’s subsidiary, viz. d. Medical Reimbursement: Expenses incurred for self and
erstwhile Fermenta Biotech Limited (‘Transferor Company’ / family as per rules of the Company subject to a maximum
'Old FBL') merged with the Company (‘Transferee Company’) of one month’s basic salary;

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