Orchid Pharma : Notice of 30th AGM.

ORCHID PHARMA LIMITED

CIN: L24222TN1992PLC022994

Regd. Office: 'Orchid Towers', # 313, Valluvarkottam High Road, Nungambakkam, Chennai - 600 034,

Tamil Nadu, India. Tel: [phone] Fax: [phone]

E-mail: [e-mail] Website: www.orchidpharma.com

NOTICE OF THE 30th ANNUAL GENERAL MEETING

Notice is hereby given that the 30th Annual General Meeting ("AGM") of the Members of Orchid Pharma Limited ("Company") will be held on Wednesday, August 09, 2023 at 11:30 A.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

1. The Audited Standalone Financial Statements of the

Company for the nancial year ended March 31, 2023 including Balance Sheet as at March 31, 2023, the Statement of ProÀt and Loss and Cash Flow Statement for the year ended on that date together with the Reports of the Board of Directors and the Auditors thereon;

1. The Audited Consolidated Financial Statements of the

Company for the nancial year ended March 31, 2023 including Balance Sheet as at March 31, 2023, the Statement of ProÀt and Loss and Cash Flow Statement for the year ended on that date together with the Reports of the Board of Directors and the Auditors thereon;

2. To appoint a Director in place of Shri Mridul Dhanuka (DIN: 00199441) Whole-Time Director of the Company, who retires by rotation and being eligible offers himself for re- appointment.

SPECIAL BUSINESS :

3. Rati cation of Remuneration to the Cost Auditor for the Financial Year 2023-24

To consider and if thought t, to pass with or without modi cation(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the relevant Rules made thereunder (including any statutory modi cation(s) or re-enactment(s) thereof, for the time being in force), the remuneration of Shri J Karthikeyan, Cost Accountant (Membership No.29934, Firm Registration Number M-102695) appointed as the Cost Auditors in respect of Pharmaceuticals segment ( Bulk Drugs

• Formulations), for the Financial Year ending March 31, 2024, at Rs. 2,50,000/- ( Rupees Two Lakhs and Fifty Thousand Only) excluding applicable taxes and out of pocket expenses, if any,

be and is hereby rati ed.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby

severally authorized to do all such acts, deeds, matters and things and take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution."

4. Shifting of Registered o³ce of the Company

To consider and if thought t, to pass with or without modi cation(s), the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 12 and 13 of the Companies Act, 2013 read with Rule 28 of the Companies (Incorporation) Rules, 2014 and any other applicable provisions of the Act and rules made thereunder or any statutory modi cation(s), amendment or re-enactment thereof, and subject to such approvals, permissions, and sanctions, if any, as may be necessary from any concerned authorities, the consent of the members of Company be and is hereby accorded to shift the registered o³ce of the Company from "Orchid Towers", 313, Valluvar Kottam High Road Nungambakkam Chennai - 600034, located in State of Tamil Nadu under Jurisdiction of Registrar of Companies Chennai, (ROC-Chennai) to Plot Nos. 121-128,128A-133,138-151,159-164, SIDCO Industrial Estate, Alathur, Chengalpattu District- 603110, located in State of Tamil Nadu under Jurisdiction of Registrar of Companies Chennai, (ROC-Chennai).

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things and take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution."

5. Approval for Material Related Party Transactions with M/s. Otsuka Chemicals (India) Private Limited

To consider and if thought t, to pass with or without modi cation(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 188 and other applicable provisions of the Companies Act, 2013 ("Act") read with the applicable Rules made there under (including any statutory modi cation(s) or re-enactment thereof, for the time being in force), Regulation 23 and other applicable provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations") as amended from time to time, the Company's policy on "Materiality of Related Party Transactions and also on dealing with Related Party Transactions", all other applicable laws and regulations, as amended, supplemented

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or re-enacted from time to time, subject to such other approvals, consents, permissions and sanctions of other authorities as may be necessary and pursuant to the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Board of Directors ('the Board', which term shall include any Committee) of the Company to enter into Material related party transactions in the nature of Purchase of raw materials from M/s. Otsuka Chemicals (India) Private Limited being 'Related Party' under Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations based on the expected value of the transactions upto Rs. 250,00,00,000 (Rupees Two Hundred and Fifty Crores Only) for the nancial year 2023-2024 (which is expected to excess rupees one thousand crore or 10% of the Annual Consolidated Turnover as per the last audited nancial statements of the Company, whichever is lower) provided that the said transactions to be entered into / carried out are in the Ordinary course of business and are on arm's length basis on such terms and conditions as may be considered appropriate by the Board of Directors and as may be agreed between the Company and M/s. Otsuka Chemicals (India) Private Limited more particularly enumerated in the Explanatory statement annexed to this Notice.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the "Board" which term shall be deemed to include any Committee thereof) of the Company be and are hereby authorized to perform and execute all such deeds, matters and things including delegation of authority as may be deemed necessary or expedient to give effect to this resolution and for the matters connected there with or incidental thereto".

6. Approval of the limit of managerial remuneration payable to Shri Manish Dhanuka (DIN: 00238798), Managing Director of the Company

To consider and if thought t, to pass, with or without modi cation(s), the following resolution as a Special

Resolution:

"RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Rules framed thereunder, including any statutory modi cations or re-enactment thereof, and the Articles of Association of the Company and in furtherance of the ordinary resolution passed in the Annual General Meeting held on December 30, 2020 ("27t h AGM") and subject to such other approvals as may be necessary, and as per the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the Members be and is hereby accorded for payment of remuneration to Shri Manish Dhanuka (DIN 00238798), Managing Director, as set out in the Explanatory Statement, for the remaining tenure of his appointment.

FURTHER RESOLVED THAT the terms and remuneration as set

out in the Explanatory Statement of this Resolution shall be deemed to form part hereof and in the event of inadequacy or absence of proÀts during a nancial year, the remuneration comprising salary, perquisites and bene ts as approved by this resolution or as may be approved by the Board of Directors within the limits of this resolution be paid as minimum remuneration to the Managing Director, subject to the limits speciŒed under Section II of Part II of Schedule V of the Companies Act, 2013 (including any statutory modi cations or re-enactments thereof, for the time being in force), or such other limits as may be prescribed by the Government from time to time.

FURTHER RESOLVED THAT the Board be and is hereby authorised to vary and /or revise the remuneration of Shri Manish Dhanuka (DIN: 00238798) within limits permissible under the Act and do all such acts, deeds and things and execute all such documents, instruments and writings as may be required to give effect to the aforesaid Resolution.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby authorized severally to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to the above resolution."

7. Approval of the limit of managerial remuneration payable to Shri Mridul Dhanuka (DIN: 00199441) Whole-Time Director of the Company

To consider and if thought t, to pass, with or without modi cation(s), the following resolution as a Special

Resolution:

"RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Rules framed thereunder, including any statutory modi cations or re-enactment thereof, and the Articles of Association of the Company and in furtherance of the ordinary resolution passed in the Annual General Meeting held on December 30, 2020 ("27th AGM") and subject to such other a p p rova l s a s m ay b e n e ce ss a r y, a n d a s p e r t h e recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the Members be and is hereby accorded for payment of remuneration to Shri Mridul Dhanuka (DIN: 00199441), Whole- time Director, as set out in the Explanatory Statement, for the remaining tenure of his appointment.

FURTHER RESOLVED THAT the terms and remuneration as set out in the Explanatory Statement of this Resolution shall be deemed to form part hereof and in the event of inadequacy or absence of proÀts during a nancial year, the remuneration comprising salary, perquisites and bene ts as approved by this resolution or as may be approved by the Board of Directors within the limits of this resolution be paid as minimum remuneration to the Whole-time Director, subject to the limits

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For and on behalf of the Board of Directors of

speciŒed under Section II of Part II of Schedule V of the Companies Act, 2013 (including any statutory modi cations or re-enactmentsthereof, for the time being in force), or such other limits as may be prescribed by the Government from time to time.

FURTHER RESOLVED THAT the Board be and is hereby authorised to vary and /or revise the remuneration of Shri Mridul Dhanuka (DIN 00199441) within limits permissible under the Act and do all such acts, deeds and things and execute all such documents, instruments and writings as may be required to give effect to the aforesaid Resolution.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby authorized severally to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to the above resolution."

Date: July 12, 2023

Place: Gurugram

NOTES:

with the Secretarial Standard -2 on General Meeting issued by the Institute of Company Secretaries of India (ICSI) read with guidance/ clarification dated April, 15, 2020 issued by ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM. The detailed procedure for participating in the meeting through VC / OAVM is appended herewith and also available at the Company's website www.orchidpharma.com

1. Since this AGM is being held through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
2. Pursuant to Section 112 and 113 of the Companies Act, 2013, Representatives of Members such as the President of India or Governor of a State or a Body Corporates can attend the AGM through VC/OAVM and participate thereat and cast

Orchid Pharma Limited		their votes through e-voting. Corporate members intending to
	attend/vote at AGM through VC / OAVM by their respective
	Sd/-		authorized representative(s) pursuant to section 113 of the
Manish Dhanuka		Companies Act, 2013 are requested to send their Certi ed True
Managing Director		Copy of the resolutions/ Power of Attorney to the Scrutinizer
						fi
DIN: 00238798		by e-mail to [e-mail] a copy marked to Registrar and
Share	Transfer Agent (RTA) at [e-mail] to the
			Company at [e-mail] their
			representatives to attend and vote on their behalf at the
			Annual General Meeting of the Company.

1. In view of the continuing COVID-19 global pandemic, the Ministry of Corporate Affairs had issued General Circulars bearing Nos. 14/2020 dated 8th April, 2020, 17/2020 dated April 13, 2020, 20/2020 dated 5th May, 2020, 28/2020 dated August 17, 2020, 02/2021 dated January 13, 2021, 19/2021 dated December 8, 2021, 21/2021 dated December 14, 2021, 02/2022 dated May 05, 2022 and 10/2022 dated December 28, 2022 (collectively referred to as "MCA Circulars") and any updates thereto issued by the Ministry of Corporate Affairs ("MCA")read with Circular number SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and Circular number SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 issued by the Securities and Exchange Board of India ("SEBI") (hereinafter collectively referred to as "the Circulars"), companies are permitted to conduct the Annual General Meeting through Video Conferencing / Other Audio Visual Means ("VC" / "OAVM") without the physical presence of members at a common venue. Hence, in accordance with the Circulars, provisions of the Companies Act, 2013 ("the Act"), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Annual General Meeting ("AGM")of the members of the Company is being held through VC /OAVM facility on Wednesday, August 09, 2023 at 11:30 a.m. (IST). Hence, the Members can attend and participate in the AGM through VC / OAVM only. In accordance

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, Secretarial Standards - 2 on General Meetings and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 setting out material facts in respect of the Item Nos. 3 to 7 of the Notice to be transacted at the Annual General Meeting is annexed and forms part of this Notice. Further, the relevant details with respect to Item No.2 pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking reappointment at this AGM are also annexed.
2. Register of Members and the Share Transfer Books will remain closed from Thursday August 3, 2023 to Wednesday, August 9, 2023 (both days inclusive) for the purpose of Annual

General Meeting for the nancial year 2022-2023.

6. The Company has appointed National Securities Depository Limited ("NSDL") to provide facility for voting through remote e-Voting or through e-voting at the AGM, for participation in the 30th AGM through VC/OAVM Facility. The procedure for participating in the meeting through VC/ OAVM is explained in these notes and is also available on the website of the Company at www.orchidpharma.com

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7. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.,

For shares held in electronic form: to their Depository Participants (DPs)

For shares held in physical form: to the Company's Registrar and Transfer Agent in prescribed Form ISR-1and other forms pursuant to SEBI Circular Nos. SEBI/HO/ MIRSD/MIRSD_ RTAMB/P/CIR/2021/655 dated November 3, 2021 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37dated March 16, 2023.

Members are requested to address all correspondence to the Company's Registrar and Share Transfer Agents (RTA) viz., M/s Abhipra Capital Limited, Abhipra Complex, A-387, Dilkhush Indl Area, GT Karnal Road, Azadpur New Delhi- 110033, India ([e-mail]) or to the Company at [e-mail]

1. The copy of Register of Directors and Key Managerial Personnel (KMP) and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee from the date of circulation of this Notice up to the date of AGM, i.e. August 09, 2023.
2. Members holding shares in physical form can avail the

nomination facility by ling Form SH-13, as prescribed under Section 72 of the Companies Act, 2013 and the Rules made thereunder, with the Company's Registrar and Share Transfer Agent. Members holding shares in physical form are requested to convert their holdings to dematerialized form to eliminate all risks associated with physical shares, Members can contact the Depository Participants (DPs) for assistance in this regard.

10. In case of joint holders attending the AGM, the Member whose name appears as the rst holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

11. Pursuant to Sections 101 and 136 of the Companies Act,

2013 read with Rule 18(1) of the Companies (Management and Administration) Rules, 2014, the Notice calling the 30th AGM

along with the Annual Report for the nancial year 2022-2023 is being sent in electronic mode to all the Members who have registered their e-mail ID's with the Company/Depository Participants for communication purposes.

1. In line with the MCA circulars the Notice convening

1. th AGM and explanatory statement ('the Notice') and the Annual Report of the Company for the Financial Year

2022-2023 is available on the Company's website on http://www.orchidpharma.com/The Notice and Annual Report of the Company is also hosted on the website of stock exchanges where the shares of the Company are listed i.e. BSE Limited www.bseindia.comand National Stock Exchange of India Limited www.nseindia.comand also on the website of National Securities Depository Limited ("NSDL") (agency for providing the VC/ OAVM facility/Remote e-Voting and e-voting system during the AGM) i.e., http://www.evoting.nsdl.com/For any communication, the shareholders may also send request to the following mail id: [e-mail]

1. Attendance of the members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
2. Facility of joining the AGM through VC / OAVM shall be open before Fifteen (15) minutes of the time scheduled for the AGM and will be kept open throughput the proceedings of the AGM till the expiry of Fifteen (15) minutes after such scheduled time of commencement of meeting as stated in the Notice.
3. The facility of participation at the AGM through VC/OAVM

will be made available for 1000 members on rst come rst served basis ("FIFO"). The large members (i.e. members holding 2% or more shareholding), promoters, institutional investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. are allowed to attend the Meeting without restriction on account of FIFO principle.

1. In accordance to the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India ("ICSI") read with clarivcation /Guidance on applicability of Secretarial Standards dated April 15, 2020 issued by ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered O?ce of the Company which shall be the deemed venue of the AGM.
2. Remote e-voting: Pursuant to the provisions of Section

1. of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Secretarial Standard on General Meetings ("SS-2") issued by the ICSI and Regulation 44 of the Listing Regulations, as amended read with circular of SEBI on e-voting facility provided by Listed entities and the MCA Circulars, the Company is providing facility to its Members to exercise their right to vote on the resolutions proposed to be passed at the AGM through remote e-votingfacility.

1. Voting at the AGM: Members who could not vote through remote e-voting may avail the e-voting facility which will be made available at the Meeting ("e-voting"), facility to be provided by NSDL.
2. The Members are requested to note that the Company has arranged Video Conferencing Facility (VC) for the proceedings of the AGM through Webex platform. Members may use this

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facility by using the same login credentials as provided for remote e-Voting. Members on the day of the AGM will login through their user ID and password on e-Voting website of NSDL. The link/tab will be available in Member login where the EVEN of the Company will be displayed.

1. The Board of Directors of the Company at their Meeting held on July 12, 2023 had appointed Mr. Prabhakar Kumar, Partner (Membership No. F5781 & COP No. 10630) of M/s. VAPN & Associates, Practicing Company Secretaries (FRN: P2015DEC0555000), as the Scrutinizer to scrutinize the remote e-voting process and casting of vote through e-voting system during the AGM in a fair and transparent manner.
2. The scrutinizer shall, immediately after the conclusion of

the e- voting at the Annual General Meeting, rst count the votes cast at the Meeting, thereafter unblock the votes cast through remote e- voting and make, submit not later than 2 working days from conclusion of the Meeting, a Consolidated Scrutinizer's Report of the total votes cast in favor or against, to the Chairman or in his absence any other Director or Key Managerial Personnel as authorized by the Chairman of the AGM, who shall countersign the same.

22. The results of voting along with Consolidated Scrutini- zer's Report will be declared within 2 working days from the conclusion of the Annual General Meeting. The results declared along with the Consolidated Scrutinizer's Report shall be communicated to stock exchanges, where the Company's shares are listed within the prescribed timelines and will also be uploaded on the Company's

we b s i t e h t t p : / /w w w. o r c h i d p h a r m a . c o ma n d o n

http://www.evoting.nsdl.comFurther, the results shall be displayed on the Notice Board of the Company at its Registered O?ce.

1. Since the AGM will be held through VC/ OAVM, the Route Map of the Venue of the AGM is not annexed to this Notice.
2. Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016 (IEPF Rules) the amounts, which remain unpaid or unclaimed for a period of seven years, shall be transferred to the Investor Education and Protection Fund. As per the provisions of Section 124 (6) of the Companies Act, 2013 ("Act"), read with IEPF rules as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company in the name of IEPF. The shareholders are entitled to claim the shares and the dividend transferred to IEPF in accordance with such procedure and on submission of such documents as prescribed in the Act.
3. Members seeking any additional information on the subject matter to be placed at the AGM, are requested to write to the Company on or before August 02, 2023 through email at [e-mail] same will be replied by the Company suitably through email.
4. The Company has designated an exclusive Email ID: [e-mail] redressal of shareholders complaints/grievances. For any investor related queries, you are requested to please write to us at the above Email ID.

CALENDER-AGM

Sr. No.	Particulars	Date
1.	Cut-off Date For Eligibility of Voting for the AGM	Wednesday, August 02, 2023
2.	Book Closure Dates	From Thursday, August 03, 2023 to Wednesday, August 09,
		2023 (both days inclusive)
3.	Remote E-Voting Period	From 9:00 A.M (IST) on Sunday, August 6 , 2023 till 5:00 P.M. (IST)
		on Tuesday, August 08 , 2023
4.	Date & Time of AGM	Wednesday, August 09, 2023 at 11:30 A.M. IST

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

The remote e-voting period begins on Sunday, August 6, 2023 at 09.00 A.M. IST and ends on Tuesday, August 08, 2023 at 05.00 P.M. IST. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Bene cial Owners as on the record date (cut-off date) i.e. Wednesday, August 02, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Wednesday, August 02, 2023.

How do I vote electronically using NSDL e-Voting system?

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