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Shasun Chemicals and Drugs Limited (SCDL) was incorporated in 1976 and is headquartered in Chennai, India. It manufactures active pharmaceutical ingredients (APIs), their intermediates and enteric coating excipients with a significant presence in some key generics. Shasun has created a strong product portfolio, building on its R & D Expertise, regulatory capabilities and multi scale production capacities. Shasun has also emerged as a key player in various service segments in the pharmaceutical field besides APIs and intermediaries, and is strengthening its offer of contract research, custom synthesis, contract manufacturing and contract formulation services to clients.
Today, Shasun is one of the largest producers of Ibuprofen worldwide. The company offers derivatives of Ibuprofen like Ibuprofen Sodium, Ibuprofen Lysinate and S+Ibuprofen. It is also one of the major producers of Ranitidine and Nizatidine in the world. Its products are exported to countries across North America, Europe, Asia and Latin America.
Shasun in its endeavour to become a true one-stop shop for global pharma companies, is evolving its business model to become a complete service provider, offering services right from the discovery stage to manufacturing formulations.
The company has recently added finished formulations capability as forward integration, and has invested in large facility to cater to the international regulated market. It has tied up with multinational companies in the formulations space wherein it will be developing and supplying products for the US market.
The recent acquisition of the business and facilities of Rhodia Pharma Solutions by Shasun's wholly owned subsidiary Shasun Pharma Solutions Ltd (SPSL), UK equipped the company to evolve as a technology based service provider than as a contract manufacturing and research provider. Its services include innovative process research and development, rapid response small scale manufacture for clinical trial supply and full scale commercial manufacture of advanced intermediates and API’s, all with seamless technology transfer with and without cGMP. The formulation unit at Puducherry has been approved by US FDA.
By integrating its facilities in India and UK, the company is trying to offer the benefits of operations in both the countries to its clients. The company has aligned its facilities so that while research can be conducted in India, development and manufacturing in kilo labs and pilot plant can be conducted either in UK or India and the optimal mix could be decided based on the regulatory, IP and cost. The company is planning to set up a multiproduct pilot plant facility at Vizag, Andhra Pradesh, focusing on Contract Manufacturing Services business. In FY06, CRAMS business revenue has reached INR 3430 million.
Corporate Office "Shasun House", 3 Doraiswamy Road T. Nagar, Chennai - 600017, Tamil Nadu, India. Tel: 91-44-24316700 Fax: 91-44-24348924 Research Centre No 27, Vandalur - Kelambakkam Road, Keezhakottaiyur Village, Chennai 600048, Tamil Nadu, India. Tel: 91-44-27476100 Fax: 91-44-27476190
Bio-Tech Centre 60 Velachery Road, Velachery, Chennai 600042, Tamil Nadu, India. Tel: 91-44-22451361, 22445568, 22445569 Fax: 91-44-22452462
API Facility – Puducherry Mathur Road, Periakalapet, Puducherry - 605014, India Tel: 91-413-2655156, 2655157 Fax: 91-413-655154
Finished Dosage Facility Pharmaceutical Division 32 & 33, Mathur Road, Periakalapet, Puducherry – 605 014, India Phone: 91-413-2655946 / 2655697 / 2655698 Fax: 91-413-2656052
Multi Product Facility - Cuddalore A1/B SIPCOT Industrial Estate, Kudikadu, Cuddalore - 607 005 Tamil Nadu, India Tel: 91-4142-239701, 239702, 239703, 239704 Fax: 91-4142-239709
Dudley Northumberland, England NE23 7QG Tel : +44 191 250 0471
Annan Three Trees Newbie, Annan Dumfriesshire DG12 5QG Tel : +44 1461 203 661
Branch Office UK 165 A Thornbury Road Isleworth, London - TW7 4QG, United Kingdom Tel : + 44 20 8560 9711 Fax : + 44 20 8560 9455
Subsidiary Office USA Shasun USA Inc. 15 Corporate Place South, Suite 222, Piscataway, NJ, 08854 Tel : 001 732 465 0700 Fax : 001 732 465 0710
Ahmedabad and Chennai stock exchanges. Chennai.. • • • • • • 4 . is established The company's shares were listed on Mumbai. USA. for S+Naproxen. Shasun Chemicals in Chennai First production facility established at Velachery. for manufacture of Analgin (antipyretic). Second production facility was established at Puducherry for manufacture of Ibuprofen (anti-inflammatory) • • 1990-2000 • Third manufacturing unit set up at Cuddalore to manufacture the antiulcerative Ranitidine HCI Shasun converted into a public limited company.MILESTONES 1976-1990 • Incorporated as a private limited company. incorporating its present name. UK. The company signed a joint venture agreement with Austin Chemical Company.. US subsidiary. Technology and joint marketing agreement signed with Nagase & Co. Japan for S+Ibuprofen The company signed a technology agreement with Chircotech. Shasun Inc.
S-250.USP. Strategic partnership with Glenmark and Alpharma(now part of Actavis) for Development & Supply of Formulation products. Completed setting up its new Research Centre.DC Grades-DC-60.Ibuprofen Lysinate.DC-90.IP.DC-85 GRADES 5 . S+Ibuprofen.2000-2008 • • • The company's exports exceeded Rs.SHD.Iburofen Sodium. DC SN. • • • • PRODUCTS DEALT IN PRODUCT NAMES Ibuprofen Ibuprofen Derivatives Ranitidine base Ranitidine HCl Nizatidine Methoxital Isradipine Gabapentine Olanzapine Quinapril HCl Meprobamate Form I & Form II.BP/EP. Established a biotech laboratory in its R&D centre. Multi Purpose Plant at Cuddalore was commissioned. Completed its first ever acquisition of Rhodia Pharma Solutions business marking its advent in the Global supply arena.. Signed a letter of intent with Eli Lilly for supply and manufacture of an anti-TB drug.S-380.S-500.100 cr.
MAIN OBJECTIVES OF THE COMPANY To carry on business as manufacturer. products. petrochemicals. paints etc. drugs. essences. medicines etc. To carry on business as manufacturer.and to develop and acquire technology and to maintain and operate the plant and machinery required for the aforesaid items MANAGERIAL PERSONNEL 6 . pharmaceuticals. To carry on business as manufacturer. dealers in and importers. bleaching etc. oils. exporters and distributors of materials of all kinds for processing. dealers in and importers. exporters and distributors of all kinds of chemicals. alkalis. exporters and distributors of heavy chemicals. To carry on research and development. dye stuffs and dyeing materials. dealers in and importers.
DIRECTORS DR.GOVINDARAJAN MR.A.VIMAL KUMAR MR.K.JAIN MR.N.TOLIA MR.PRASANNA DR.BHATT STATUS WHOLE TIME WHOLE TIME WHOLE TIME CEO AND MD INDEPENDENT INDEPENDENT INDEPENDENT INDEPENDENT INDEPENDENT INDEPENDENT CHAIRMAN & INDEPENDENT 7 .KALYANAM MR.L.S.M.S.N.JAGDISH.Majority of the directors of the company are independent directors.N.ABHAYA KUMAR MR.DEVENDRA MR.SETH DR.NARAYANANA MR.D.S.C.S.S. The company has 5 whole time directors and 6 independent directors.C.
opposite to it is the administrative block. C.LAYOUT OF THE CORPORATE OFFICE GROUND FLOOR The corporate office consists of three floors. it also has a canteen in it. followed by the cheque clearing dept.SECRETARY OFFICE CHEQUE CLEARENCE DEP.Behind the reception are the rooms of the company secretary. followed by the secretarial dept. SECRETARIAL WORK RECEPTION CASHIER ACCOUNTS DEP. SECURITY ADMINISTRATION BLOCK 8 . the floor also hosts the cashier’s cabin and the accounts dept. The ground floor hosts the reception .
GENERAL MANAGERPROJECTS GENERAL MANAGERMARKETING INTERNAL AUDITOR GENERAL MANAGERFINANCE GENERAL MANAGERLOGISTICS RECO RD ROOM SECOND FLOOR The second floor hosts the rooms of the main board of directors.FIRST FLOOR The first floor consists of the rooms of the general managers namely.S.D MR.GOVINDARAJAN and M. next to it is the board room which hosts all the main meeting. It has a lobby.D: DR.VIMAL KUMAR’s CABIN FAX BOARD ROOM 9 . CEO:MR.N.VIMAL KUMAR. to the left of it is the room of JMD:MR. On the other side is the rooms of JMD:MR.M. GM-finance . GMprojects . GM-marketing. DEVENDRA JOINT.S.S. GM-logistics and an internal auditor and a records room. next to it is a fax room.ABHAYA KUMAR.S.
LOBBY JOINT M. To do it well. who serves as a focal point for communication with the board of directors. and who occupies a key role in the administration of critical corporate matters.GOVIND ARAJAN CABIN DR. legal and regulatory matters which 10 . S. The Company Secretary is often confidant and counselor to the Chief Executive Officer and other members of senior management.D MR. the Company Secretary needs a good working knowledge of the corporate.ABHAYA KUMAR’s CABIN CEO & M. to knowing how to find directors and committee members on short notice when special meetings are needed. The Company Secretary in today's world is a senior corporate officer with wide-ranging responsibilities.DEVENDR A’s CABIN SECRATARIAL DUTIES .S.D N. The work done by the secretarial department in SHASUN CHEMICALS AND DRUGS LTD are as follows BOARD AND COMMITTEE MEETINGS Being responsible for the smooth operation of corporate meetings requires planning and attention to detail. ranging from assuring that agendas are logically ordered and not overcrowded for the time available. senior management and the company's shareholders. especially on corporate governance affairs.
Preparation and distribution of the proxy statement and notice of meeting (as well as preparation of the directors' and officers' questionnaires needed to prepare the proxy statement) usually are some of the major functions. The company Secretary also drafts and distributes minutes of board and committee meetings. The Secretary may also be involved in preparing and distributing the Annual Report. Production of these documents requires a knowledge of federal and state law. and mailing houses. especially in alerting the Chief Executive Officer. and of the rules of the stock exchanges on which the company's stock is listed.may come up at a meeting. the knack of dealing with transfer agents. ANNUAL MEETING OF SHAREHOLDERS [AGM] The company Secretary plays a major role in the annual meeting of shareholders . requiring excellent writing skills. and of the business of the corporation and its operations. printers. as well as directors and senior officers. legal and regulatory matters is frequently called upon during board or committee deliberations. and the ability to remain calm despite inevitable last-minute changes 11 . personnel and finance groups.a very significant event for most large public corporations. and a sensitivity to issues that require special attention and particularly careful treatment. to topics which should be brought to the attention of the board or committee. Minute taking and drafting is an art. It also requires a high level of skill in coordinating input from lawyers. And the Company Secretary's knowledge of corporate. or board and committee chairmen. an understanding of what is important to record. The Company Secretary plays a significant role in determining the agenda of meetings.
Negotiations with shareholders regarding shareholder proposals are also frequently the responsibility of the Corporate Secretary. or should not. Another essential function for the Corporate Secretary is to help directors and management prepare to respond to shareholder questions at the meeting by creating briefing materials and alerting directors and management to "hot-button" issues. The Secretary is also generally responsible for coordinating security arrangements. The Secretary is usually involved in soliciting proxies. either directly or by working closely with the corporation's proxy solicitors. CORPORATE RECORDS When working with corporate records. etc. contain. not to mention budgets. to help achieve a quorum and deliver the vote. as well as with the Chairman's speech writer. And the Secretary is also responsible for assuring that the vote is properly and impartially tabulated. The Secretary works closely with the Chairman and senior management. It is the Secretary who needs to consider "Are the proper delegations of authority in place?" "How should this be recorded in the minutes (or should it)?" "Does this action conflict with or supersede a prior action or policy?". 12 . discussions with management and the board. the company Secretary must know what documents and records need to be created and what matters they should. These negotiations involve meetings with proponents. and that results are duly reported in the minutes of the meeting. in preparing the script and agenda for the annual meeting. and working with the Securities and Exchange Commission through the "no-action" process.that threaten to ruin "do-or-die" production schedules. thinking through and briefing the Chairman on how to handle disruptive or emergency situations at the meeting.
managing these records adds a great deal of complexity to the job. affix the corporate seal to various corporate documents. with the Corporate Secretary acting as the corporate liaison.The company Secretary may also be Secretary to the corporation's subsidiaries. the Secretary must assure not only that records are filed and protected and. SECURITIES MARKETS The Corporate Secretary normally serves as the corporate liaison with the various securities markets on which the company's shares are listed. The Secretary must therefore understand the significance and substance of a wide variety of matters. STOCK TRANSFER Maintaining shareholder records.With respect to record maintenance. is ultimately the responsibility of the Corporate Secretary. s a senior corporate officer. In addition. and be responsible for their corporate records. In most major corporations. and attest to their legitimacy. A considerable amount of a Secretary's time is spent organizing. where applicable. The Secretary must also assure that important corporate records are retained in accordance with applicable law and sound business practice. but also that they are accessible. the Secretary must execute a significant number of documents on behalf of the corporation. and he or she may be responsible for assuring corporate compliance with stock 13 . and may need to develop procedures to assure the accuracy of many different types of documents. In corporations with a large number of subsidiaries. this function is handled by a separate unit or by an outside transfer agent. however. explaining and certifying corporate documents. and may have liability for the matters contained therein. retrieving. and providing for the transfer or replacement of stock certificates. the Secretary is often required to certify officer signatures. indexed and kept upto-date.
• obtain from directors information needed for legal and regulatory compliance. • assist directors with travel arrangements to and from meetings. DIRECTOR. and these constituencies expect a great deal of attention from the Corporate Secretary's office. • advise management on director compensation. Much of a Corporate Secretary's time is spent working with directors.market requirements. As such. and other documents and reports which the corporation must send to various securities exchanges or markets. • assist with compliance issues. OFFICER. Directors The Corporate Secretary is the primary liaison between the corporation's directors and management. officers and shareholders on a wide variety of matters. 14 . AND SHAREHOLDER CONCERNS With their prominent role in so many corporate matters. notices. The Corporate Secretary may also be heavily involved in preparing listing or other market agreements. a Corporate Secretary may need to: • help orient new directors to the corporation and the board. officers and shareholders turn for practical assistance as well as guidance. • advise and keep directors informed of corporate and legal responsibilities. the Corporate Secretary is a central person to whom directors. • coordinate and organize the flow of information to directors.
the Corporate Secretary administers the corporation's stock option and other compensation programs for executives. • assist the Chairman on the selection of new directors.• advise the Chairman of the Board on committee assignments for directors. in many corporations. The shareholder relations function usually involves responding to shareholder inquiries. assisting with compliance issues. advising the Chairman or Chief Executive Officer on management committee assignments for officers. directing or assisting in preparing and distributing reports and other materials and shareholder communications. Shareholders The Corporate Secretary is often responsible for shareholder relations. alerting senior officers to matters which should be brought to the attention of other officers or the board or board committees. and providing advice and counsel to officers preparing presentations and memoranda to be presented to the board or committees. keeping the Chairman or Chief Executive Officer informed of senior officer views and preferences. • advise management and directors on potential director interlock issues. • provide resources for and coordinate board evaluations. • keep management informed of director views and preferences. Officers The Corporate Secretary provides services to senior officers similar to those provided to directors: advising and keeping senior officers informed of corporate legal responsibilities. obtaining information needed for legal and regulatory compliance. maintaining statistical 15 . assisting with travel arrangements to and from corporate meetings. In addition.
for general legal compliance for the company as a whole. Some Corporate Secretaries are involved in administering their corporation's code of corporate conduct and 16 . The Corporate Secretary is often the person responsible for pre-clearing purchases and sales of the corporation's securities by directors and officers. The Corporate Secretary may also play a role in preparing corporate communications on matters of significance to the corporation. In some organizations. and alerting the board and senior management to shareholder concerns. and large institutional investors are handled by an investor relations group reporting to Finance. documents related to qualifications to do business. the Corporate Secretary is also responsible for compliance with state escheat laws and. filings and amendments of state corporate documents. The Corporate Secretary is the principal corporate contact for most shareholders. developing programs for large individual or institutional shareholders. insider trading reports. occasionally. and may be able to influence how shareholders view management's responsiveness. alerting management to unusual trading in the company's securities. and other regulatory or legal filings. Corporate Communications or some other department. The Corporate Secretary may be responsible for the company's stock watch programs. COMPLIANCE Depending on the corporation and the background of the Corporate Secretary. he or she may be responsible for or play a major role in preparing and filing registration statements and reports to the Securities and Exchange Commission. the Corporate Secretary is primarily responsible for individual or small institutional shareholders. including essential disclosures. In some corporations.information on the shareholder base.
on the 19th of April. CERTIFICATE OF INCORPORATION The company was initially incorporated in the name of “SHASUN CHEMICALS [MADRAS] PVT. As per the special resolution passed on the 21st of March 1992 company’s name was changed to “SHASUN CHEMICALS & DRUGS LIMITED” and later on. MEMORANDUM OF ASSOCIATION NAME CLAUSE The name of the company is “SHASUN CHEMICALS AND DRUGS LIMITED”. SITUATION CLAUSE 17 .developing and administering other corporate-wide policies and policy manuals.”. LTD. 1976. another special resolution was passed on the 25th of October 1993 to change the name of the company to ”SHASUN CHEMICALS AND DRUGS LIMITED”.
To acquire by purchase. required for the company and to export goods to any part of the world. and construct. demolish. 5. sell. alter. To acquire land by purchasing. mortgage. renovate. exporters dealers. 2. To carry on any other business which the company is capable of carrying on which would render profitability any of the company’s property or rights 18 . To carry on the business in any form as manufacturers. leasing. 4. To import all necessary machinery. tools paints. distributors or/and selling agent in manufactured goods. for the business of the company. in a prepared manufactured form or raw state. necessary for the purpose of the company. lease.The registered office of the company is situated in the state of Tamil Nadu. all lands necessary for the purpose of the company. raw material. OBJECTS CLAUSE Some of the important ancillary objective are as follows: 1. materials etc. either wholesale or retail. 3.
000 equity shares of Rs 2/.00. 7. 8. To establish or support associations. To keep as secret any of the information as to any invention.00.6. To promote other companies to acquire the property.aggregating to Rs 15. 9. which may seem capable of being used for any of the purpose of the company.00. Apply and get allotted or hold shares of any other company whose objectives are altogether same or in part similar to those of this company. institutions. payment towards insurance . 10.The company has the power to increase or decrease the capital and to divide the shares into different classes..To invest and deal in shares in the capital of the companies. LIABILITY CLAUSE The liability of the members is limited. government bonds and securities.granting pensions.000 redeemable prefrence shares of Rs 100/. rights and liability of this company if it would benefit this company.00.50. CAPITAL CLAUSE The authorized share capital of the company is 25 crores. debenture stock of the companies. eg.000/.and 10.00. which would benefit the company. and carrying on any business.aggregating to Rs 10.000/-.00. trust to benefit the ex and present employees. There is an attachment 19 . divided into 7.
of preferential.V. special right to holding of each class of share. Witnessed by MR. except in so far they are not consistent with Articles. ARTICLES OF ASSOCIATION CONSTITUTION OF THE COMPANY 1. SUBSCRIPTION CLAUSE MR. modify . enlarge any such right if permitted by the act and specified in the articles. b. “Office” means registered office for the time being of the company.JAGADISAN who is a Charted Accountant by occupation. “Meeting” or “General Meeting” means either an Extraordinary 20 . This clause gives meanings of various terms and expressions used in the regulations of the management of the company. INTERPRETATION CLAUSE 2. c.S. “Seal” means the common seal of the company. which shall be regulations to the management of the company. 1956.SHANKARLAL JAIN has taken up 2 equity shares of the company and his son MR. The company may vary. The company follows regulations in Table ‘A’ in First schedule of Companies Act. A few terms and their meanings are: a.ABHAY JAIN has also taken up 2 equity shares.
“Directors” mean directors for the time being of the company. OR ii. the equity share holders shall be entitled to be repaid 21 . “The Register” means the Register of Members to be kept as per Sec. The share capital of the company shall be a sum as specified in the Memorandum of Association. CAPITAL 3.General Meeting or Annual General Meeting of shareholders of the company. A. B. d. The directors may offer and allot shares to any person at their discretion either by: i. 4. During winding up. 5. an ordinary resolution passed at a General meeting by majority of votes cast with the approval of the Central government. 1956. e. The subscribed capital of the company shall not increase due to any option exercised by way of debentures issued or loans raised by the company by converting such debentures or loans into shares in the company or subscribing for shares in the company.150 of the Companies Act. a special resolution passed at any General meeting.
The board of directors shall comply with Sec. B.the amount of capital paid-up on such shares and all surplus assets thereafter shall belong to the holders of equity shares. An application signed by or on behalf of an applicant for shares in the company followed by allotment of any shares shall be acceptance of the shares and every person who accepts any shares and whose name is on the register shall for the purpose of these Articles be a member. The board of directors may issue and allot shares in the capital of the company as payment or part payment for any property sold or goods transferred or machinery supplied or for services rendered or to be rendered to the company and any such share so allotted. 8. A. 1956. may be allotted and deemed as fully paid-up shares. 7. The board may issue and allot Sweat equity shares under Employees Stock Option Schemes to the persons entitled from time to time subject to the provisions of the Articles and in accordance with the provisions of Sec. 75 of the act as regards all allotments. 79 of the Companies Act. TRANSFER AND TRANSMISSION OF SHARES 22 . The joint-holders of shares shall be severally a well as jointly liable for the payment of all installments and calls due in respect of such share or shares. 6. 9.
A nominee upon production of evidence as required may either register himself as the holder of share or debenture or deposit or transfer the holdings. Every shareholder or debenture holder or depositor shall assign a nominee to whom his shares or debentures or deposits shall vest in the event of his death. Application for registration of transfer of any share shall be made either by transferor or transferee. In case of loss of instrument of transfer. shall send notice in writing in this regard to the company along with the death certificate of the deceased. the holder shall make nomination to appoint another person to be entitled to the shares. A nominee who becomes the registered holder of the share or debenture or deposit. shall 23 . the nominee shall be entitled to the rights in such shares or debentures or deposits. board of directors may register the transfer on an application in writing from the transferee. Shares in the company shall be transferred by an instrument in writing in a prescribed form. If nominee elects to be registered as holder of the share or debenture or deposit. in the event of his death during minority. Where nominee is minor. The board of directors shall not register any transfer of shares without the delivery of the instrument of transfer in a prescribed manner along with proof of title of transferor. as per the rules given below: Transfer of shares shall be executed both by transferor and transferee. unless nomination is varied or cancelled. The same is applicable in case of joint holders. In the event of death of the shareholder or debenture holder or depositor or joint holders.
Where the shares are not in marketable lots. The company shall keep in any state or country outside 24 . Interest on debentures or deposits. The company shall keep a Register and Index of Members and a Register and Index of Debenture holders with details of shares and debentures held in all forms. The board of directors may also decline to recognize any transfer unless: It is accompanied by the certificate of shares or any other evidence. Any transfer or transmission of shares on which the company has a lien. The instrument of transfer is in respect of only one class of shares. If the board refuses to register any transfer or transmission. The company shall keep a book called the Register of Members in which particulars of every transfer or transmission of shares shall be entered. The transferee of share shall apply for a new certificate in lieu of the old certificate. Every endorsement certificate shall be signed by the managing director or any other authorized person. at their absolute discretion and without any reason decline to register: The transfer of any share whether fully paid or not to a person of whom they do not approve. they shall send notice of the refusal within one month from date of delivery of such intimation to the company. The board may.be entitled to share dividends.
ALTERATION OF CAPITAL The company may by an ordinary resolution alter the conditions of its memorandum as follows: Increase its share capital by issuing new shares. Sub-divide its shares into smaller amounts. but shall notwithstanding such forfeiture. without the consent of the shareholder may be set-off by the company against amount due from him in respect of calls or otherwise. Convert fully paid-up shares into stock and reconvert that stock into fully paid-up shares of any denomination. SET-OFF OF MONIES DUE TO SHAREHOLDERS Any money due from the company to a shareholder may. Cancel shares that have not been taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. 25 . together with interest at 15% per annum. Consolidate and divide all or any of its share capital into shares of larger amount.India a branch register of members resident in that state or country. FORFEITURE OF SHARES A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares. remain liable to pay all monies which at the date of forfeiture were presently payable by him to the company in respect of the shares.
Any capital redemption reserve account. Notice of such meetings shall specify them as the AGM. The company. or Any share premium account. Extraordinary General Meetings may be held either at the registered office of the company or any convenient place as the Board of Directors may deem fit. may. by special resolution reduce in any manner: Its share capital. Accidental omission to give notice of any meeting or non-receipt of any such notice by any of the members shall invalidate any resolution passed at such meeting. All other meetings shall be referred to as Extraordinary General Meetings. 26 . Every AGM shall be called for at a time during business hours on days excluding public holidays and shall be held either at the registered office or any other place within the city. GENERAL MEETINGS The company shall in each year hold a general meeting called its Annual General Meeting in accordance with the provisions specified below: The company shall hold an AGM within a period of every fifteen months from the previous AGM. town or village in which the register office of the company is situated.
if the meeting is called upon requisition of members. 179 of the Act. The Chairman may. then the members present shall choose one of their member to be the Chairman. the members present shall choose another Director as Chairman and if no Directors be present or if all Directors decline to take the chair. if any. shall be decided on a show of hands. 27 . The Chairman. of the Board of Directors shall preside as Chairman at every General Meeting of the company. it shall be adjourned to the same day in the next week at the same time and place. shall be dissolved and in any other case. At any General Meeting. If within half an hour from the time of meeting. a quorum is not present.PROCEEDINGS AT GENERAL MEETINGS Five members personally present shall be a quorum for a General Meeting and unless the quorum is present no business shall be transacted at any General Meeting. If there is no Chairman or he is not present within fifteen minutes from the time of holding the meeting or is unwilling to act as Chairman. unless a poll is demanded in accordance with the provisions of Sec. with the consent of the quorum present. but no business shall be transacted at any adjourned meeting other than business left unfinished from an adjourned meeting. resolution put to vote of the meeting. adjourn that meeting from time to time and from place to place.
28 . Giving the lenders the power to sell in case of default. mortgage or pledge the whole or part of the property. A poll demanded on the election of Chairman or on a question of adjournment shall be taken forthwith. If poll is required. For any other question poll shall be taken at such time not later than forty-eight hours from the time the demand was made or as the Chairman may direct. its assets. In case of equality of votes. both on a show of hands and on a poll. uncalled capital. the Chairman shall. have a casting vote in addition to vote as a member. BORROWING POWERS The board of directors with the consent of the company in the general meeting. it shall be taken in such a manner as the Chairman directs and the results shall be deemed the decision of the meeting on the resolution of which the poll was taken. can borrow money (temporary loans are exceptions as they do not require the consent of the company in the general meeting). If the money required by the company exceeds the paid up capital then the company can borrow by issuing debentures or debenture stock (which may even be issued at a discount) etc.
Power to borrow money otherwise than on debentures D. Power to make calls on shareholders in respect of monies unpaid on shares. STOCK MARKET DATA Stock code On BSE – 524552 On NSE – SHASUNCHEM ISIN No. Power to invest funds of the company and to make loans. SHAREHOLDER’ S INFORMATION LISTING ON STOCK EXCHANGES The company’s shares are listed on the BSE and NSE. C. – INE317A01028 29 . The listing fees have been paid to both the exchanges for the year 2007-08. A. B.The board of directors have got the following powers on behalf of the company and these powers can be exercised only after passing a resolution at the meeting. Power to issue debentures.
2008 30 . 2nd Floor. The no.150. Nagar. T. FINANCIAL CALENDAR Financial reporting for: 3rd or 4th week of January 2008 4th week of May 2008 or 1st week of June 2008 AGM for the year ended March 31. SHARE HOLDING PATTERN The promoters of the company hold about 43% of the shares. North Usman Road. Chennai – 600 017 Ph: 044 28140801-03 SHARE TRANSFER SYSTEM Transfer of shares are processed by share transfer agent and approved by share transfer committee. No. 3rd week of July 2008 Quarter ending December 31. Ramakrishna Street.1.REGISTRAR AND SHARE TRANSFER AGENT Integrated Enterprises (India) Limited.800 and during 2006-07 it was 19. Kences Towers. 32% of the shares are held by institutional investors and 25% are held by NRI/OCBs. of shares transferred during 2005-06 were 28. 2007 Quarter ending March 31.
MANAGER 31 . G. Chetty road. July 24.MANAGER (MARKETING) V. 2007 at Sri Mahaswami Auditorium. ORGANISATIONAL CHART BOARD OF DIRECTORS MANAGING DIRECTOR DIRECTOR (MARKETING) (TAXATION) G.P (OPERATIONS) OFFICERS G. 103.m.2008 ANNUAL GENERAL MEETING The thirty-second AGM of the shareholders of the company was held on Tuesday.G. Vani Mahal.MANAGER C. Chennai-600017 at 3. Nagar.R) (ACCOUNTS) MANAGING DIRECTOR (TECHNICAL) MANAGING S.30 p.SECRETARY (H.N. T.
MANAGER (ADVERTISEMENT) G. DEVANDRA MR. ABHAY KUMAR MR. DEVENDRA and the final decisions are taken by him.MANAGER (FACTORY) A/C’S OFFICER OFFICERS/STAFF OTHE WORKERS STAFF The promoters of the company constitute to be the board of directors. human resource and administration are in the hands of MR. 32 . He has got a general manager and a senior general manager of the human resource department under him along with whom he frames marketing strategies. The three major heads who constitute to the efficient working of the company are: MR. VIMAL KUMAR MR.OFFICERS MANAGERS & R STAFF G. DEVENDRA works in developing the company’s marketing approach. And those managers in turn have officers and other advertisement managers and staff to take care of the marketing and advertisement activities. The overall activities of marketing.
the company secretary. cost effective production. with the assistance of general manager of accounts. purchases. PERSONNEL DEPARTMENT Shasun is a FDA approved company for manufacture of bulk pharmaceuticals and hence the practices are equal to the best pharmaceutical companies in India and across the world. He takes care of the accounts. He has got an assistant who takes care of the operations in the factory which is controlled by the general manager of the factory and the accounts officer who takes responsibility of the stock. MR. Their clientele are multi-national and hence more opportunities for travel. Being an ISO 9001:2000 certified company only supports the strength of their quality systems providing every employee with the best work standards. He looks after manufacturing techniques and checks the quality of products.MR. managers and other staff. raw material. ABHAYA KUMAR. finance. They see to that the company is abiding the government norms and financially strong . legal aspects and taxation of the company. officers. interaction. sales etc. ABHAYA KUMAR who is a chemical engineer by profession takes care of the factory and the technical aspects of the company. The technical department is completely managed by MR. and understanding of international culture and standards 33 . VIMAL KUMAR is a charted accountant by profession and looks after the financial health of the company.
Opportunities for students The company through its in-house vocational training and apprenticeship programmes trains the technicians at Shasun and encourages engineering. Cross-functional understanding and interaction within various departments and sites is required. Shasun’s R&D centre is a recognized the by Madras University as an institute for pursuing doctoral programme in chemistry. The company conducts various programmes to train their staff in the latest technologies and best management practices by organizing regular training classes keeping in mind the needs of each individual. Every Shasun employee is today encouraged to become a leader by taking ownership for actions in their respective work areas. learn and grow. supervised by their guides. and also encourages its employees to participate in industry events and trade shows. which groom them to become a world leader. which are discovery oriented and not purely commercial projects. in subjects of their academic interest. New leadership has taken charge within and the effect is a rejuvenated new culture. Young chemists are motivated to work on weekends on research projects. Shasun Culture They are in a transition from being a family owned and managed company to a organization run by qualified professionals.involved is available to the employees. 34 . Shasun provides also congenial atmosphere to work.
This department takes care of the financial health of the company and takes necessary steps to ensure financial strength. This department scrutinizes the different investment opportunities for the future apart from maintenance of accounts . They also have a lot of experience in the field of human resource and are tactful and great decision makers. Also. whose eminent leadership has helped in the smooth functioning of the company. who is a charterd accountant by profession. 35 . The department consists of highly experienced accountants who constantly keep track of all the financial details of the company. This department comes under the overview of Mr. Shasun also encourages long term collaboration with educational institutions of repute. The company has realized that employees are the backbone of the company and has provided oppurtnities to develop the employees into leaders and has taken definite steps to improve their condition . The personnel department is manned by efficient human resource managers who are distinctive MBA’s from top universities.chemistry and pharma students to carry out bloc and summer placements. DEVENDRA. ACCOUNTS/FINANCE DEPARTMENT This department is headed by Mr. Shasun's expansion projects offer numerous growth opportunities. They have the intellect and tact to solve ant labour related problems and their efforts make the company to achive efficiency and effectiveness due to the standards they have set to the employees. VIMAL KUMAR.
36 . SPSL OPERATIONS IN 2006-07 During the first year of operation.UK and had forecasted the future benefits the company would gain as a results of the acquisition. The year was characterized by strong UK performance with the parent SHASUN consistently supporting the growth of these UK operations and assets. • Revenues grew 24% over the previous year • Achieved 25% improvement in efficiency • The best safety performance was reported at a level 10 times better than the UK industry standard. • ANNAN & DUDLEY sites were awarded the chemicals industry association Gold Award for safety.This department studied the feasibility of acquiring RHODIA PHARMA. SPSL achieved its financial and operational targets. The company has now managed to turnaround the loss making venture to a contributing status. • More than 5 million pounds was invested in the UK operations in the year.