Alwyn Jay & Co.
Company Secretaries
[Firm Registration No: P2010MH021500] [Peer Review Certificate No.621/2019]
Annex-103, Dimple Arcade, Asha Nagar, Kandivali (East),Mumbai 400101.
Branch Office: B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower,
Mira Road (E), Thane-401107 ; Tel: 022-79629822 ; Mob: 09820465195; 09819334743
Email : alwyn@alwynjay.com Website:www.alwynjay.com
COMPLIANCE CERTIFICATE
[Pursuant to Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021]
To,
The Members,
Unichem Laboratories Limited
We, Alwyn Jay & Co., Company Secretaries in practice, have been appointed as the Secretarial Auditor vide a resolution passed at its meeting held on 23rd May, 2023 by the Board of Directors of Unichem Laboratories Limited (hereinafter referred to as 'the Company'), having CIN L99999MH1962PLC012451 and having its registered office at Unichem Bhavan, Prabhat Estate Off S.V. Rd., Jogeshwari (West) Mumbai - 400102. This certificate is issued under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as "the Regulations'), for the year ended 31st March, 2024.
Management Responsibility:
It is the responsibility of the Management of the Company to implement the Scheme(s) including designing, maintaining records and devising proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.
Verification:
The Company has implemented "Unichem Employee Stock Option Scheme, 2018" ("Scheme 2018") in accordance with the Regulations and the Special Resolution passed by the members through postal ballot on 15th May, 2018.
For the purpose of verifying the compliance of the Regulations, we have examined the following:
- Scheme received from/furnished by the Company;
- Articles of Association of the Company;
- Resolutions passed at the meeting of the Board of Directors;
- Shareholders resolution passed through postal ballot;
- Minutes of the meetings of the Nomination & Remuneration Committee;
- Relevant Accounting Standards as prescribed by the Central Government;
- Detailed terms and conditions of the scheme as approved by Nomination & Remuneration Committee;
- Valuation Report;
- Exercise Price / Pricing formula;
- Statement filed with recognised Stock Exchange(s) in accordance with Regulation 10 of these Regulations;
- Disclosure by the Board of Directors;
- Relevant provisions of the Regulations, Companies Act, 2013 and Rules made thereunder;
Certification:
In our opinion and to the best of our knowledge and according to the verifications as considered necessary and explanations furnished to us by the Company and its Officers, we certify that the Company has implemented "the Scheme 2018" in accordance with the applicable provisions of the Regulations and Resolution of the Company in the General Meeting.
Assumption & Limitation of Scope and Review:
- Ensuring the authenticity of documents and information furnished is the responsibility of the Board of Directors of the Company.
- Our responsibility is to give certificate based upon our examination of relevant documents and information. It is neither an audit nor an investigation.
- This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
4. This certificate is solely for your information and it is not to be used, circulated, quoted, or otherwise referred to for any purpose other than for the Regulations.
Place : Mumbai | ALWYN JAY & Co. |
Date : 22nd May, 2024 | Company Secretaries |
Office Address : | [ Jay D'Souza FCS.3058 ] | |
Annex-103, Dimple Arcade, | (Partner) | |
Asha Nagar, Kandivali (East), | [Certificate of Practice No.6915] | |
Mumbai 400101. | [UDIN: F003058F000418330] |
REGISTER OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The present Name | DIN/ICSI | Any former | Father's Name in | Mother's Name | Spouse'sName in | Nationality and | Residential Address | Date of Birth | Date of board | Date of appointment | Date of cessation of | Business, | Office of director or key managerial | Remark | PAN | |
and Surname in Full | Membership | Name or | Full | in Full | Full | Nationality of origin | meeitng in which | and re-appointment in | office and reasons | occupations | personal held or relinquished in any other | |||||
Number /PAN | Surname in | (if other than the | the appointment | the Company | therefor | body corporate | ||||||||||
full | Present Nationality) | was made | ||||||||||||||
Dr. Prakash Amrut | 00001285 | NA | Shri Amrut Vithaldas | Virbala Amrut | Anita P. Mody | Indian | 2/C,Woodlands, 67, Dr. G. D. | 14-Nov-1952 | 22-Jun-74 | Re-appointed as | On August 9, 2023 | Industrialist | 1) | Unichem Pharmaceuticals (USA) Inc. | Director. Resigned on 09.08.2023 | AOIPM1290A |
Mody | Mody | Mody | Marg, Mumbai-400 026 | Chairman & Managing | relinquished his | 2) | Unichem Farmacutica Do Brasil Ltda | Partner. Resigned on 09.08.2023 | ||||||||
Director for a period of | position of | (Brazil) | ||||||||||||||
3 years w.e.f. July 1, | Managing Director | 3) | Uni-Distributors Pvt. Ltd. | Member | ||||||||||||
2018 . | and became Non- | 4) | Uni-Traders | Partner | ||||||||||||
Executive & Non- | 5) | Kewal Kiran Clothing Ltd. | Director, tenure ended on 31.03.2024 | |||||||||||||
Independent | 6) | Uni Trust | Trustee | |||||||||||||
Director | 7) | Virbala Amrut Mody Charitable Trust | Trustee | |||||||||||||
8) | Adiwasi Unnati Mandal | Trustee | ||||||||||||||
9) | Elemage Wellness LLP | Partner | ||||||||||||||
10) SPM International Private Limited | Director | |||||||||||||||
Mr. Dilip Kunkolienkar | 02666678 | NA | Janardan | Ratnabai | Shubhada | Indian | 2/2 Vaibhav Apartments, Behind | 15-Aug-1950 | 01-Apr-18 | Re-Appointed as a | August 9, 2023 | Service | Unichem Pharmaceuticals (USA) Inc. ( wef | Director. Resigned on 09.08.2023 | ADRPK1770H | |
Kunkolienkar | Kunkolienkar | Kunkolienkar | Dhempe College | Director Techncial for | 28.7.2018); Niche Generics Limited, UK (wef | |||||||||||
Tonca, Panaji, Goa - 403002 | a period of 3 years | 16.11.2018); Unichem Laboratories Limited, | ||||||||||||||
w.e.f. April 1, 2021 . | Ireland (wef 16.11.2018); Unichem (China) | |||||||||||||||
Private Limited (wef 1.2.2019) | ||||||||||||||||
Mr. Prafull Anubhai | 00040837 | NA | Late. Anubhai | Smt. Manekben | Smt. Rupande | Indian | Pathik',9, Sithal Baug, Paldi, | 20-Jan-1938 | 11-Aug-79 | Appointed as an | 31/03/2024, due to | Mangement | 1) | Vardhman Textiles Ltd. | Director | ACJPS9659L |
Chimanlal Shah | Anubhai | Prafull Shah | Ahmedabad- 380 007 | Independent Director | end of tenure | Consultant | ||||||||||
for a Second term of | ||||||||||||||||
five consecutive years | ||||||||||||||||
w.e.f. April 1, 2018 . | ||||||||||||||||
Mr. Prafull Sheth | 00184581 | NA | Dhirajlal Chhagan Lal | Lilavati | Ranjan Prafull | Indian | E/256,Greater Kailash-I, New Delhi | 8-Feb-1939 | 22-Sep-03 | Appointed as an | 31/03/2024, due to | Service | Shree Shree Anandamayee Sangha | Resigned as Vice President and Trustee on | AASPS0595E | |
Sheth | Chandra Sheth | 110 048 | Independent Director | end of tenure | 22.10.21 | |||||||||||
for Second term of five | Patient Safety and Access initiative of Indian | Board Member | ||||||||||||||
consecutive years | Foundation | |||||||||||||||
w.e.f. April 1,2018 . | ||||||||||||||||
Mr. Anand Mahajan | 00066320 | NA | Yashwant Mahajan | Shailaja | Vera Anand | Indian | Fiona Apartments,3rd Floor, Juhu | 3-Jan-1953 | 17-Oct-05 | Appointed as an | 31/03/2024, due to | Service | 1)Grindwell Norton Limited | Ceased to be Director w.e.f. 29.07.2022 | AADPM7933M | |
Yashwant | Mahajan | Tara Road, Mumbai -400049. | Independent Director | end of tenure | ||||||||||||
2) | Theronda Anglers & Boating Club | President | ||||||||||||||
Mahajan | for second term of five | 3)Firoze Estate Pvt. Ltd. | Director | |||||||||||||
consecutive years | ||||||||||||||||
w.e.f. April 1,2018 . | ||||||||||||||||
Dr. (Mrs.) B Kinnera | 01878144 | NA | Late Shri. T. V. | T Savitri Devi | Shri. B. R. Murthy | Indian | 202, TVK Residency, 9 Journalists' | 9-Jun-1952 | 21-Mar-15 | Appointed as an | 21/03/2023, due to | Strategic & | 1) | Indian Immunologicals Ltd. | Director | ACEPB4804F |
Murthy | Krishna | Colony, Road No: 3, Banjara Hills, | Independent Director | end of tenure | Management | 2) | Midgard Technologies Private Limited | Director | ||||||||
Hyderabad - 500034 | for a Second term of | Consultant | ||||||||||||||
3) | Telengana Industrial Health Clinic Limited | Director | ||||||||||||||
five consecutive years | ||||||||||||||||
w.e.f. March 21, 2018 . | ||||||||||||||||
Mr. Sandip Ghume | AIRPG2367B | NA | Rajaram Ghume | - | - | Indian | C 601, New Tulip Valley of | 9-Apr-1981 | 30-Oct-18 | 30-Oct-18 | 30.06.2024 | Deputy CFO | NA | - | ||
Flowers, Near Dream Park, Thakur | ||||||||||||||||
Village, Mumbai , Kandivali (East) | ||||||||||||||||
400 101 | ||||||||||||||||
Mrs. Neema Thakore | AAEPT2505M | NA | Vinod Desai | Nimish Thakore | Indian | 71, Pushpak, 31 Altamount Road, | 16-Jul-1959 | 09-May-15 | 15-May-15 | NA | Head- Legal & CS | NA | Superanuated on 31.07.2019 | - | ||
Mumbai - 400026 | ||||||||||||||||
Mr. Pradeep Bhandari | ACHPB4630N | NA | Gautammal | Indian | B-506, Nirman Galaxy , Jijamata | 16-Sep-1968 | 01-Aug-19 | 01-Aug-19 | NA | Head- Legal & CS | NA | NA | - | |||
Bhandari | Road, Vikas Nagar, Andheri €, | |||||||||||||||
Mumbai | ||||||||||||||||
Ms. Priti Puri | 07755966 | NA | Purshotam Lal | Indra Chawla | Anuj Puri | Indian | 1006 Quantum Park, Bldg No 2, | 17-Oct-1973 | 21-Mar-23 | May 3, 2023 | NA | Chief | AHTPP8684P | |||
Chawla | Khar Danda Road, Khar West, | Administration & | ||||||||||||||
Mumbai - 400052 | Special Pojects | |||||||||||||||
Officer | ||||||||||||||||
Mr. Pranay Godha | 00016525 | NA | Premchand Godha | Usha Godha | Neetu Godha | Indian | 1701/02, Oberai Sky Heights, | 24-Mar-1972 | 09-Aug-23 | 25-Sep-23 | NA | Industrialist | Ipca Laboratories Ltd | Managing Director | AEMPG2714F | |
Lokhandwala Complex, Andheri | Kaygee Investments P. Ltd. | Director | ||||||||||||||
West, Mumbai - 400053 | Kaygee Laboratories Pvt. Ltd. | Director | ||||||||||||||
Paschim Chemicals Pvt. Ltd. | Director | |||||||||||||||
Mexin Medicaments Pvt. Ltd. | Director | |||||||||||||||
Onyx Scientific Ltd. , U.K. | Director | |||||||||||||||
Ipca Pharmaceuticals Inc., USA | Director | |||||||||||||||
Unichem Sa (Pty) Ltd, South Africa | Director | |||||||||||||||
Unichem Laboratories Ltd Ireland | Director | |||||||||||||||
Niche Generics Limited, Uk | Director | |||||||||||||||
Unichem China Pvt Limited | Director | |||||||||||||||
Unichem Pharmaceuticals (Usa) Inc | Director |
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