Code of Conduct for Independent Directors Board of Directors Image Director Image

Terms and Conditions of Appointment of Independent Directors

Schedule IV to the Companies Act, 2013 provides for the 'Code for Independent Directors'. The appointment process of Independent Directors is independent of the company management. During the selection process, the Board ensures that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

The appointment of Independent Director(s) of the Company is approved at the meeting of the shareholders. The Board always ensures that the Independent Director proposed to be appointed fulfils the conditions specified in the Act and the Rules made thereunder and that the proposed director is independent of the management and a statement to that effect is included in the explanatory statement attached to the notice of the meeting.

The terms and conditions for the appointment of the Independent Director are enumerated below:
Appointment

The appointment is for a term of 5 (five) years commencing from the date of appointment and ending ('Termination Date') on 6th Annual General Meeting of the Company following the date of appointment and shall not be liable to retirement by rotation. Unless the appointment is renewed on or prior to the Termination Date, the appointment shall come to an end on the Termination Date.

During the term of the appointment, the Independent Director may be asked to serve on one or more of the Board Committees including Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee or such committee of the Board of the Directors from time to time.

Role and responsibility

As an Independent Director, he will be bound by the Code for Independent Directors as mentioned under Schedule IV to the Companies Act, 2013.

As an Independent Director, he has the same general legal responsibilities to the Company as any other Director including all fiduciary duties, responsibilities, statutory obligations and liabilities of directors prescribed in law including the Companies Act, 2013.

The Board as such is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. The brief description of the terms of reference of the Board of Directors are as follows:-

  • To manage and direct the business and affairs of the Company;
  • To act honestly and in good faith in the best interests and objects of the Company, its employees, its shareholders, the community and for protection of environment;
  • To exercise due care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and shall also exercise independent judgement;
  • To ensure congruence between shareholder's expectations, Company's goals, objectives and management performance;
  • To monitor the Company's progress towards its goals and to revise and alter its direction in light of changing circumstances;
  • To ensure that the performance of the Company is adequately reported to shareholders, other stakeholders and regulators on a timely and regular basis;
  • To ensure that any developments that have a significant and material impact on the Company are reported from time to time to the concerned authorities;
  • Not to involve in a situation which may have a direct or indirect interest that conflicts, or possibly may conflict with the interest of the Company;
  • Not to achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company;
  • Not to assign his office and any assignment so made shall be void; and

  • In addition to the above responsibilities, the role of the Independent Directors shall also have the following key elements: -


    Strategy and Business Development: The Independent Director should constructively challenge and contribute to the overall strategy and to the business development initiatives of the Company by getting actively engaged with the Company in making introductions to potential clients in the key service areas of the Company;

    Performance: The Independent Director should scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; and

    Risk: The Independent Director should satisfy himself that financial information is accurate and that financial controls and systems of risk management are robust and defensible.

    Other obligations and compliances

    The Independent Director will be required to execute / confirm with respect to the following documentation on a periodic basis: -

  • Confirmation that he is not disqualified to act as a Director of the Company in terms of the Companies Act, 2013
  • Declaration of Independence in terms of the Companies Act, 2013
  • Code of Conduct for Independent Directors as per Schedule IV of the Companies Act, 2013
  • Disclosure of change in interest in companies where he is appointed / ceased as a Director or Key Managerial Personnel
  • Confirmation that his directorships in companies do not conflict with the interest of the Company.

  • Remuneration

    The Company is not paying any remuneration to its Independent Directors as they have been appointed as non-executive directors of the company.


    Other directorships and Business Interests

    The Company acknowledges that Independent Director may have business interests in other companies. In the event that he becomes aware of any potential conflicts of interests, these should be disclosed to the Chairman and Company Secretary as soon as they become apparent.

    During the appointment, he should consult with the Chairman prior to accepting any such other (or further) directorships of Indian companies or any major external appointments which may affect his interest in the Company.


    Confidentiality and Non-Disclosure

    The Independent Director must apply the highest standards of confidentiality and not disclose to any person or company (whether during the course of the appointment or at any time after its termination) any confidential information concerning the Company and any Group Companies (including wholly owned subsidiaries) with which he comes into contact by virtue of his position as an Independent Director of the Company.

    Any information concerning the Company's business, its customers, suppliers, etc. which is not in public domain and to which all employees do not have access, should be considered confidential for the purpose and should be held in confidence, unless authorised to do so and when disclosure is required as a requirement of law.

    The attention is drawn to the requirements under Indian regulations as to the disclosure of price sensitive information. The Independent Director shall not provide any information either formally or informally, to the press or any other publicity media without prior written clearance from the Chairman or Company Secretary.

    The examples of confidential information are, but not limited to the following:-
  • Business plan, annual operations plan
  • Performance against target
  • Costing, pricing, profitability, financial budget and related issues
  • Fees / stipend, evaluations, recommendations etc. related to any of the employees of the Company
  • Sales commission, third party commission and about reference agents
  • Information about suppliers and/or customers
  • Proposed ventures and corporate plans
  • Technical marketing and financial strategies of the Company and/or its customers
  • Core competencies and activities of the Company and/or its customers
  • Any other information, which is likely to be crucial for the business operations

  • On termination of the Appointment, the Independent Director will deliver to the Company all books, documents, papers, and other property of or relating to business of the company or any Group Company which are in their possession, custody or power by virtue of their position as an Independent Director of the Company. The Company will arrange the disposal of papers that he no longer requires.

    If there is a breach or threatened breach of the provisions of Confidentiality, the Company shall be entitled to injunctive relief.


    Liability

    An Independent Director will be liable only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board process, and with his consent or connivance or where he had not acted diligently.


    Review Process

    The performance of individual Directors and the whole Board and its committees is evaluated annually. The Independent Director will have to make himself available for carrying out the annual / periodic performance review of himself and the Board committees where he is a part thereof for review purpose. Independent Director has to further confirm that he will extend his contribution to review of the Board of Directors individually as well as for its various committees on behalf of / as desired by the Board of Directors on an annual / periodic time frame.

    Notice Notice Image Directors Image

    Notice

    Notice is hereby given that the 24th Annual General Meeting of the members of MANKIND PHARMA LIMITED will be held at Registered office of the Company at 208, Okhla Industrial Estate, Phase-3, New Delhi 110020 on Wednesday, September 30, 2015 at 10.00 a.m. to transact the following business:

    ORDINARY BUSINESS:
    1. To receive, consider and adopt:
      1. The Audited financial statement of the company for the financial year ended March 31, 2015 together with the Reports of the Board of Directors and Auditors thereon.
      2. The Consolidated Audited financial statement of the company and its subsidiaries for the financial year ended March 31, 2015, together with the Report of the Auditors thereon.
    2. To declare dividend, if any, on equity shares for the financial year 2014-15.
    3. To appoint a Director in place of Mr. Prem Kumar Arora (DIN: 0704226), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.
    4. Ratification to the appointment of M/s. Bhagi Bhardwaj Gaur & Co, Chartered Accountants as the Statutory Auditors.
    5. 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 139 and all other applicable provisions, if any, of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), appointment of M/s. Bhagi Bhardwaj Gaur & Co, Chartered Accountants (ICAI Firm Registration No.007895N), the Statutory Auditors of the Company be and are hereby ratified for the financial year 2015-16 from the conclusion of forthcoming Annual General Meeting till the conclusion of next Annual General Meeting of the Company on such terms and remuneration as agreed upon between the Board of Directors of the company and the Auditors.”

      SPECIAL BUSINESS:
    6. Appointment of Mr. Sandip Sharma as an Independent Director
    7. “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV of the Companies Act, 2013 (“the Act”) and all other applicable provisions of the Act and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Sandip Sharma (DIN:03248306), Non-Executive Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment and in respect of whom the Company has received a notice under Section 160 of the Act from a member proposing his candidature for the office of Independent Director be and is hereby appointed as Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years with effect from February 19, 2015 to February 18, 2020.”

    8. Appointment of Mr. Surendra Lunia as an Independent Director
    9. 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 Sections 149, 150, 152 read with Schedule IV of the Companies Act, 2013 (“the Act”) and all other applicable provisions of the Act and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Surendra Lunia (DIN:00121156), Non-Executive Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment and in respect of whom the Company has received a notice under Section 160 of the Act from a member proposing his candidature for the office of Independent Director be and is hereby appointed as Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years with effect from February 19, 2015 to February 18, 2020.”

    10. To ratify remuneration payable to Cost Auditors for Financial Year 2014-15
    11. To consider and if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:


      “RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, the remuneration of Rs. 300,000/- plus service tax as applicable and reimbursement of actual travel & out of pocket expenses, as approved by the Board of Directors of the Company, payable to M/s Manoj Kulshrestha & Associates, Cost Accountants for conducting Audit of Cost Accounts (including issuance of compliance report) relating to Pharmaceutical Activity of the Company for the year ending March 31, 2015 be and is hereby ratified and confirmed.”

    12. To approve the material related party transactions:

    13. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

      “RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“the Act”) (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the members of the Company be and is hereby accorded to the Audit Committee and the Board of Directors to authorize the management of the Company to enter into agreement(s) and transaction(s), as may be appropriate, with following Companies:

      1. Copmed Pharmaceuticals Private Limited
      2. Relax Pharmaceuticals Private Limited
      3. Mediforce Healthcare Private Limited
      4. Sirmour Remedies Private Limited 5. Pharmaforce Lab

      Being the ‘Related Parties’ as defined under Section 2(76) of the Act for purchase, transfer or receipt of products, goods, active pharmaceutical ingredients, materials, services or other obligations, if any, on such terms and conditions as may be mutually agreed upon between the Company and the above said related parties.

      RESOLVED FURTHER THAT consent of the members be and is accorded for ratification of the aforesaid related party transactions already entered into by the Company exceeding the threshold limits as specified in Rule 15(3) of the Companies (Meeting of Board and its Powers) Rules, 2014 and which are material in nature. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary or expedient to give effect to this resolution.”

    NOTES:
    1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint proxy/proxies to attend and vote instead of himself/herself and such proxy/proxies need not be a member of the Company. Proxies in order to be effective, should be duly completed, stamped and signed and must be deposited at the Registered Office of the Company not less than forty-eight hours before the commencement of the meeting. A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not more than ten percent of the total share capital carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
    2. Corporate Members intending to send their authorized representatives are requested to send to the Company a duly certified copy of the Board Resolution authorizing their representatives to attend and vote at the Annual General Meeting.
    3. An explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of Item Nos. 05 to 08 is annexed hereto and forms part of this Notice.
    4. The relevant documents referred to in the accompanying Notice and Explanatory Statement will be open for inspection by the members at the Registered Office of the Company during working days (except Saturdays, Sundays and Public Holidays) between 2.00 P.M. and 4.00 P.M.
    5. The Register of Members (equity & preference) and Share Transfer Books of the Company will remain open and shall not be closed for any period.
    6. The Dividend, if approved by the members at the Annual General Meeting, will be paid on or before October 30, 2015 to the equity shareholders whose names appears on the Register of equity Shareholders as on September 30, 2015, as per details furnished by the Depositories for this purpose.
    7. In terms of Sections 125 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF). Shareholders may please note that there is no unclaimed dividends and no claims shall lie against the Company or the said Fund in respect of the said amount.
    8. Pursuant to the provisions of Section 72 of the Companies Act, 2013, members holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company are requested to submit details to the Registrar and Transfer Agents of the Company, in the prescribed Form SH-13. Members holding shares in demat form may contact their respective Depository Participants for recording of nomination.
    9. In case of joint holders attending the Meeting, the Member whose name appears as first holder in the order of names as per Register of Members of the Company will be entitled to vote.
    10. Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to send their queries to the Company at least seven days before the date of the meeting, so that the information required by the members can be made available at the meeting.
    11. Members holding shares:
      1. In Electronic (Demat) form are advised to inform the particulars of their bank accounts, change of address and email ids to their respected depository participants only. The Company or its Registrar and Share Transfer Agents i.e. Karvy Computershare Registry Private Limited cannot act on any request received directly from the members holding shares in demat mode for changes in any bank mandates or other particulars etc., and such instructions shall be given directly to the Depository Participants by the Members.
      2. In physical form are advised to inform the particulars of their bank account, change of address and email ids to Karvy Computershare Registry Private Limited.
      3. In electronic or in physical mode are requested to quote their DPID & Client ID or folio details, respectively in all correspondences.
    12. NRI members are requested to:
      1. Change in their residential status on return to India for permanent settlement.
      2. Furnish particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
    13. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses with Depository Participant/Registrar and Transfer Agents for receiving all the communications including Annual reports, Notices etc. in electronic mode to save our environment.
    14. Shareowners have given an option to keep their holdings in the shares of the Company in dematerialized form. There are various advantages in keeping shares in dematerialized mode like no stamp duty, no/lesser risk of delivery, loss in transit, immediate transfer etc. Hence, all the shareholders who are holding shares in physical form are requested to get the same dematerialized.
    15. Members holding shares under different folios in the same names are requested to apply for consolidation of folios and send relevant Share Certificates to the Company’s Registrar and Transfer Agents for Consolidation.
    16. Members are requested to note that in case of transfer of shares held in physical form, submission of photocopy of PAN card of the transferee(s) along with the transfer deeds and share certificate at the time of lodgment of transfer of share is now mandatory.
    17. The Company’s Registrar and Transfer Agents for correspondence are Karvy Computershare Registry Private Limited, Plot No.17-24, Vithalrao Nagar, Madhapur, Hyderabad (A.P.) – 500 081; Tel No. 040 – 23420818 – 825; Fax No. 040 – 23420814; Email: Varghese@karvy.com
    18. Pursuant to the provisions of Sections 101 and 136 of the Companies Act, 2013 read with relevant Rules made thereunder, companies can serve Annual Reports and other communications through electronic mode to those members who have registered their email addresses either with their DP or the Company. Electronic copy of the Annual Report for the year ended March 31, 2015 and the Notice of the AGM interalia indicating the process and manner of voting along with Attendance Slip & Proxy Form is being sent by electronic mode to those members whose email addresses are registered with the Company/Depositories, unless a member has requested for a physical copy of the same. Physical copies of the Annual Report for the year ended March 31, 2015 and the Notice of the AGM interalia indicating the process and manner of e-voting along with Attendance Slip & Proxy Form are being sent by the permitted mode to those members who have not registered their email addresses.

    Place: New Delhi
    Date: September 03, 2015
    Registered Office: Mankind Pharma Limited 208,
    Okhla Industrial Estate,
    Phase-3, New Delhi – 110020

    BY ORDER OF THE BOARD
    Sanjeev K Singh
    Company Secretary


    EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013


    ITEM NO. 5

    Mr. Sandip Sharma was inducted in the Board as Additional Director with effect from February 19, 2015 in non-executive, independent category, for a period of five years subject to the approval of member in annual general meeting.

    As per the provisions of Section 161(1) of the Act, Mr. Sharma holds office of Additional Director only up to the date of the forthcoming Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160 of the Act proposing his candidature for the office of Director of the Company, along with the requisite deposit.

    A brief profile of Mr. Sandip Sharma is given below:

    Mr Sandip Sharma is a Chartered Accountant and being an Associate Member of the Institute of Chartered Accountants of India. He has elevated the senior management in various esteemed organizations in India at different levels for twenty-seven years. Mr. Sharma started his professional career in 1983 with Love Lock and Lewes (Associates of Coopers and Hybrid of London) as a trainee and served Aditya Birla Group of Companies in Kolkata in their Management Audit Dept. Later on Mr. Sharma joined Tata Tea Ltd (an erstwhile British Tea Company) and served the Company in Kolkata and Delhi in their Tea and Shipping Divisions his last position held with Tata Tea Ltd. was Manager Finance and Commercial. In 1994, Mr. Sharma joined Thai Baroda Industries, a Company manufacturing Nylon Tyre-cord, as Financial Controller, subsequently promoted to V.P. Finance and Commercial in 1998 and thereafter took-over as C.E.O. in 2006 in Thailand. In 1998 Mr. Sharma was appointed as Member, Executive Committee appointed by the Board of Directors of Thai Baroda Industries, for overseeing the operations of the Company pertaining to Finance, Commercial Marketing, Procurements, HR., Admin., etc. During his tenure with the Company in Thailand, he along with his colleagues have been highly applauded in the nylon textile industry, for the turnaround of Thai Baroda. Mr. Sharma gained a vast experience in international procurements of raw-materials and chemicals globally, with Thailand being a major importer of Chemicals. Mr. Sharma has rich experience in financial controls, systems and procedures to ensure protection of shareholders interests.

    With a view to assist Companies in South East Asia who are planning to expand and develop business in India, Mr. Sharma forayed his own venture namely SSB Advisory Services Pvt. Ltd. in 2010. Their venture provides a single window assistance to foreign investors in all aspects of doing business in India. Most of their Clientele include renowned Japanese and Thai firms including UBE group of Industries. Mr. Sharma is also a Co- Promoter and Director of SSB Salon and Spa Pvt. Ltd.

    None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the said resolution.

    ITEM NO. 6

    Mr. Surendra Lunia was inducted in the Board as Additional Director with effect from February 19, 2015 in non-executive, independent category, for a period of five years subject to the approval of member in annual general meeting.

    As per the provisions of Section 161(1) of the Act, Mr. Lunia holds office of Additional Director only up to the date of the forthcoming Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160 of the Act proposing his candidature for the office of Director of the Company, along with the requisite deposit.

    A brief profile of Mr. Surendra Lunia is given below:

    Mr. Surendra Lunia is a Chartered Accountant having extensive experience over twenty five years of industry experience as a senior member of the corporate teams mainly in media and telecom sectors. Mr. Lunia started his career with A.F. Ferguson & Co., India (presently known as Deloitte) before joining the Indian Express Group in 1988. Mr. Lunia served Indian Express group till 1998 in different capacities including General Manager holding charge of Corporate Affairs and new projects. Mr. Lunia was briefly associated with South Asian Petrochems Ltd., Calcutta as Vice President and HFCL Infotel Limited as its CFO in the year 2000. He took over as a CEO of HFCL Infotel Limited in 2004 and was responsible for the group’s foray into pan India telecom services.

    In 2009, after groups’ exit from 2G Telecom business he took over as the Managing Director of Infotel Business Solutions Limited, en enterprise being instrumental in promoting Infotel Broadband Services Limited (presently known as Reliance Jio Infocomm Limited), the pan India 4G (BWA) license holder. Over last few years, he has incubated a number of businesses promoted by Infotel Group in various domains viz. Mobile Content distribution platforms (nexGTv), Ecommerce (koovs.com & benefitsPlus), Mobile Banking (mPurse), Security and Survelliance (Polixel), BPO (Digicall) and other Next Generation Mobile Technologies & Devices.

    None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the said resolution.

    ITEM NO. 7

    Pursuant to the recommendation of Audit Committee, the Board considered and approved at its meeting held on June 02, 2015, appointment of M/s Manoj Kulshrestha & Associates, Cost Accountants, as Cost Auditors of the Company, for conducting the Audit of Cost Accounts relating to Pharmaceutical Activity of the Company for the financial year ending March 31, 2016 at a remuneration of Rs. 300,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders of the Company. The Board of Directors therefore recommends the resolution as set out in Item No. 7 of the Notice for approval of members of the Company by way of an ordinary resolution.

    None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the said resolution.

    ITEM NO. 8

    The companies named in the resolution are the related parties within the meaning of Section 2(76) of the Companies Act, 2013, the contracts/arrangements/transactions relating to transfer or receipt of products, goods, materials, services with those related parties are material in nature as these transactions are likely to exceed the limit of turnover of the Company as per the audited financial statements of the Company as on March 31, 2014.

    Therefore in terms of Rule 15 (3) (a) of the Companies (Meeting of Board and its Powers) Rules 2014, the contracts/arrangements/transactions with those related parties requires the approval of shareholders of the Company who are unrelated vis-a-vis the subject matter of contract by a Special Resolution. The particulars of contracts/ arrangements/ transactions are attached herewith for your reference:

    Place: New Delhi
    Date: September 03, 2015
    Registered Office: Mankind Pharma Limited 208,
    Okhla Industrial Estate,
    Phase-3, New Delhi – 110020

    BY ORDER OF THE BOARD
    Sanjeev K Singh
    Company Secretary

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