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“- Medl-CAPS LIMITED Phone : + 91-7292-424242 Regd

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“- Medl-CAPS LIMITED Phone : + 91-7292-424242 Regd ' “- MEDl-CAPS LIMITED Phone : + 91-7292-424242 Regd. Office & Works : i + Mhow-Neemueh Road, Sector-1, _'Fax. 91'7292'f07387 E-mall : mfo@medicaps,com Pithampur - 454775, Distt. Dhar, CIN~L24232MP1983PLC002231 sales@medicapslc°m Madhya Pradesh, INDIA Website: www.medicaps.com 2018 MEDICAPS/SE/17—18 11‘h August, Online Filing at: www.1isting.bseindia.com To, The General Manager DCS-CRD BSE Limited. Rotunda Building PhirozeJeejeebhoy Towers Dalal Street, Fort MUMBAI - 400001 BSE Code: 523144 Sub: Filing of the Notice of the 35th Annual General Meeting to be held on 25“I September, 2018. Dear Sir/Madam, of the 35‘h Annual General of the We are pleased to submit a Copy of the Notice Meeting at 11:00 AM. at the Company to be held on Tuesday, the 25‘h day of September, 2018 District Registered Office of the Company situated at Mhow-NeemuchRoad, Sector 1, Pithampur Dhar (M.P)-454775. the above said document of the for You are requested to please take on record company your reference and further needful, Thanking You, Yours Faithfully, Encl.: Notice of35'" Annual General Meeting along with Proxy Form, Attendance Slip and Route Map to the Venue ofA GM . Indore Office : 201, Pushpratna Paradise, 9/5, New Palasia, Indore 452 001 (INDIA) Telefax No. : +91-731-4046321, 4041435, 4028148 m. MEDI-CAPS LIMITED Phone : 4- 91-7252-424242 Office 8. Works : Regd. i Mhow-Neemuch Road, Sector-1, .Eax-m"'I . +31'729i‘+°7337 Pithampur - 454775. Distt. Dhar, ClN—L24232MP1 983PL0002231 Llfigé'éefiifpiflfm Madhya Pradesh, INDIA Website: www.medicaps.eom N__0Tfl General of the members ofMEDI-CAPS Notice is hereby given that the 35‘1‘Annual Meeting 2018 at 11.00 A.M.at the registered office LIMITED will be held onTuesday, the 25"‘September, Sector-1,Pithampur, District Dhar (M.P.) 454775 of the company situated at Mhow-Neemuch Road, to transact the following businesses: ORDINARY BUSINESS: Standalone and Consolidated Audited Financial 1. To receive consider, approve and adopt the the Statement of Profit & Loss and Statements containing the Balance Sheet as at 315‘March, 2018, 2018 with the of Board and Auditors Cash Flow for the financial year ended 315‘March, report thereon; and Mr. Alok K. 00274321), who retires by rotation 2. To appoint a Director in place of Garg (DIN: being eligible offer himself for re-appointment. as or without the following resolution 3. To consider and if thought fit, to pass with modification(s), an Ordinary Resolution: 142 and other “RESOLVED THAT pursuant to provisions of section 139, 141, applicable 2013 and read with companies (Audit and Auditors) provisions, if any, of the Companies Act, made thereunder and to the resolution Rules,2014 as amended from time to time, pursuant held on 28m day of September, passed by the members at the 34‘h Annual General Meeting Chartered Accountants (ICAI Firm 2017 for the appointment of M/s Rawka & Associates, to hold office till the conclusion Registration No. 021606C) as the Auditors of the Company be held in the 2022 be and is of the 39‘h Annual General Meeting of the Company to year 2018—19 and the of the members be hereby ratified their re-appointment for the year approval of ratification of the auditors upto their and is hereby accorded to dispense off the requirement made in Section 139 of the Companies remaining term of appointment as per the amendment as be fixed the Board.” Act, 2013 on such remuneration may by SPECIAL BUSINESS: as or without the resolution, 4. To consider and, if thought fit, to pass, with modification(s), following of Mr, Alok K 00274321) as a Managing Ordinary Resolution for the Re-appointment Garg, (DIN: Director of the Company for a period of 3 years: 203 read with “RESOLVED THAT pursuant to the provisions of section 190, 196, 197, and Remuneration Schedule V of the Companies Act, 2013 and the Companies (Appointment Articles of Association of the and of the Managerial Personnel) Rules, 2014 and the company 2013 statutory other applicable provisions, if any of the Companies Act, (including any the time and upon the modifications or re‘enactment thereof for being enforce) and recommendation of the Nomination and Remuneration Committee approval granted by be and is accorded for the Board of Directors, consent of the Members of the company hereby as the Director, of the re-appointment of Mr. Alok K Garg (DIN: 00274321) Managing 015' 2019 to 315' March, 2022 on the Company for a period of three years w,e.f. April, up following terms, conditions and remuneration: Indore Office : 201, Pushpratna Paradise, 9/5, New Palasia, Indore 452 001 (INDIA) Telefax No. : +91-731-4046321, 4041435, 4028148 ' II:- MEDl-CAPS LIMITED : + 91 -7292-424242 ' Phone Regd . Office & Works . 'Fax. l + 591-7292407387 Mhow-Neemuch Road, Sector-1. E-ma“ = ClN=L24232MF 1933PLCO‘02231 inf°@medicaps-com Pithampur . 454715, Dim Dhan saleS@medicaPS-com Madhya Pradesh, mom Website: www.medicaps.com 42.00 Lakhs p.a.) Rs. 3,50,000/- per month (Rs. a. Salary: to the maximum of 12,00,000l- p.a. as followings subject Allowances/perquisites: per his the total of the Managing Director and family, t—“U‘ Re-imbursement of medical expenses ' the on actual basis. cost of which to Company in accordance with the incurred for self and family 2. Leave travel assistance: Expenses Rules of the Company. and life this will not include admission a maximum of two clubs, 3. Club Fees: subject to membership. Rs. 25,000/— p.a. insurance not exceeding 4. Personal accident premium the the stated above, "Family" means spouse, NOTE: For the purpose of perquisites of the appointee. dependent children and dependent parents Other Benefits: as of the Company. i. Contribution: per policy as be Employers a maximum ceiling may of the company, subject to ii. Gratuity: As per policy Act from time to time. under the of Gratuity prescribed Payment service as per the 15 salary for every one year completed iii. Leave encashment: upto days of the Company. the policy as may be determined by Insurance Premium: Actual Premium iv. Directors Obligation Insurance Company. of calculation shall not be counted for the purpose ' Provided that the above said perquisites the Director. of the remuneration payable to Managing Other Facilities: business and if no car car with driver for the‘Company‘s Car: The Company shall provide basis of 1. made as actual on the of the conveyance shall be per is provided reimbursement him. ‘ claims submitted by the long his residence, that personal Cell and free intemet use: at provided 2. Telephone, to the and Managing shall be billed by the Company distance calls on the telephone Director. for less or inadequacy of profit THAT in the event of there being FURTHER RESOLVED not be in excess with to Mr. Alok K. Garg shall financial the remuneration payable from any year, 2013 as be Schedule V of the Companies Act, may applicable the limit prescribed in the time his tenure. time to during of the with Mr. Alok THAT there shall be clear relation Company FURTHER RESOLVED the above said and each party may terminate as “the Employer—Employee” K.Garg or in lieu thereof. with the six months’ notice in writing salary appointment Director, shall also be THAT Mr. Alok K. Garg, Managing RESOLVED FURTHER and lodging actual entertainment, traveling, boarding for the reimbursement of entitled business and such other benefits/ him in connection with the Company‘s expenses incurred by to other Senior from time to time, be available amenities and other privileges, as may Executives of the Company. Indore Office : 201, Pushpratna Paradise, 9/5, New Palasia, Indore 452 001 (INDIA) Telefax No. : +91-731-4046321, 4041435, 4028148 “5" MEDI-CAPS LIMITED Phone : + 91-7292424242 Office & : Regd. Worlgs i "‘ _'Fax. _ Mhow-Neemuch Road, Sector-1, 91‘7292'507387 CM4232MP1933PLC‘002231 E'm‘" : '"f°@med'°aps'°°m Pithampur - 454775, Distt. Dhar. [email protected] Madhya Pradesh, INDIA Website: www.medicaps.com do all of directors be and is hereby authorized to RESOLVED FURTHER THAT the Board consider as in its absolute discretion, may necessary, such acts, deeds, matters and things the terms and conditions and to settle any question, or desirable and to vary, modify expedient to decide thereto and the Board shall have absolute powers or doubt that may arise in relation maximum limit, in order to of the remuneration within the above said permissible breakup it to be in the or as be otherwise considered by give effect to the foregoing resolution, may best interest of the Company.” as with or without modification(s), the following resolution, 5. To consider and, if thought fit, to pass, of Dr. Shamsher Singh (DIN: 00204290) as an Independent Special Resolution for the re-appoint Director of the Company: 149 and 152 read with Schedule “RESOLVED THAT pursuant to the provisions of sections the Act, 2013 and the Companies 1V and other provisions, if any, of Companies applicable of the of 2014 and the applicable provisions (Appointment and Qualification Directors) Rules, modification(s) or re-enactment(s) SEBI (LODR) Regulations, 2015 (including any statutory who was for the time being in force), Dr. Shamsher Singh (DIN-00204290), thereof, 2019 and for a 15‘ term of 5 ending on 3151 March, as an Independent Director years appointed and a declaration for his independence upon being eligible, and has submitted and the Board of directors, recommendation of the Nomination and Remuneration Committee re- of more than 75 be and is hereby Dr. Shamsher Singh, who is also having age years of the not liable to retire by rotation and to appointed as an Independent Director Company, consecutive w.e.f.
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