Artemis Medicare Services : Annual General Meeting

0
4

ARTEMIS MEDICARE SERVICES LIMITED

ARTEMIS MEDICARE SERVICES LIMITED

Regd. Office: Plot No. 14, Sector 20, Dwarka, South West Delhi – 110 075

CIN: L85110DL2004PLC126414, Website: www.artemishospitals.com

Email: investor@artemishospitals.comTel: +91-124-4511111, Fax: +91-124-4588899

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby provided that the 18th Annual General Meeting (“AGM”) of the Members of ARTEMIS MEDICARE SERVICES LIMITED (“the Company”) will likely be held on Wednesday, 13th July, 2022, at 3.00 P.M. IST through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) for which purpose the Registered Office of the Company situated at Plot No. 14, Sector 20, Dwarka, South West Delhi – 110 075 shall be deemed because the venue for the Meeting and the proceedings of AGM shall be deemed to be made thereat, to transact the next business:

ORDINARY BUSINESS:

  1. To receive, consider and adopt the audited financial statements (Standalone and Consolidated) of the Company for the financial yr ended 31st March, 2022 and the reports of the Board of Directors and Auditors thereon.
  2. To appoint a Director instead of Dr. Nirmal Kumar Ganguly (DIN: 02316154), who retires by rotation, and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

  1. To ratify the payment of remuneration to the Cost Auditor for the FY 2022-23 and on this regard to think about and if thought fit, to pass the next resolution as an Unusual Resolution:
    RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Firms Act, 2013 and the Firms (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof in the meanwhile in force), the remuneration of ` 1,50,000/- (Rupees One Lac Fifty Thousand only) excluding Taxes plus reimbursement of out of pocket expenses, if any paid/to be paid to the Cost Auditor, M/s. Chandra Wadhwa & Co., Cost Accountants, Recent Delhi (FRN:000239), who were appointed by the Board of Directors of the Company for carrying out Cost Audit for the FY 2022-23 be and is hereby ratified and approved.
    RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as could also be obligatory, proper or expedient to present effect to this resolution”.
  2. To approve the Consultancy fees payable to Dr. Nirmal Kumar Ganguly (DIN: 02316154), Non-Executive Director of the Company and on this regard to think about and if thought fit, to pass the next resolution as a Special Resolution:
    RESOLVED THAT pursuant to the provisions of Sections 188 and other applicable provisions, if any, of the Firms Act, 2013 (“the Act”) read with rules made thereunder and pursuant to the provisions of Regulation 17 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, in the meanwhile in force), and pursuant to the suggestion of the Nomination & Remuneration Committee, Audit Committee and Board of Directors of the Company, approval of the members of the Company be and is hereby accorded for payment of consultancy fees to Dr. Nirmal Kumar Ganguly (DIN: 02316154), Non-Executive Director of the Company holding office of place of profit, for an amount not exceeding ` 25,00,000/- (Rupees Twenty-Five Lacs Only) for the financial yr 2022-23, being in excess of fifty percent of the whole annual remuneration payable to all Non-Executive Directors of the Company.
    RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to incorporate a duly authorised ‘Committee’ thereof) of the Company, be and is hereby authorised to do all acts and take all such steps as could also be obligatory, proper or expedient to present effect to this resolution”.
  3. To approve the Perquisite value arising from exercise of Stock options by Dr. Devlina Chakravarty (DIN: 07107875) Managing Director of the corporate and on this regard to think about and if thought fit, to pass the next resolution as a Special Resolution:

ARTEMIS MEDICARE SERVICES LIMITED

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 read with Schedule V and other applicable provisions, if any, of the Firms Act, 2013, the principles made thereunder (including any statutory modification(s) or re-enactment thereof in the meanwhile in force), and subject to other regulations, sanctions, if any, readwith the special resolutions passed by the members of the Company through Postal ballot on 24th March, 2020 and 14th March, 2021 for approval of terms of appointment and remuneration of Dr. Devlina Chakravarty (DIN: 07107875) as Managing Director of the Company for five years w.e.f. 1st April, 2020 and for grant of Worker Stock Options under Artemis Medicare Stock Option Plan 2021 (ESOP Plan 2021) respectively, the consent of members of the Company be and is hereby accorded for payment of remuneration to Dr. Devlina Chakravarty (DIN: 07107875) Managing Director of the Company, in the character of perquisites, which can arise in consequence of allotment of shares pursuant to exercise of Stock Options on or before 31st March, 2023 i.e., in the course of the financial yr 2022-23, vested together with her on 1st April, 2022 under ESOP Plan 2021, which is over and above of the prevailing remuneration payable to Dr. Devlina Chakravarty already approved by the shareholders, notwithstanding that the combination remuneration including perquisites on exercise of Stock Options under ESOP Plan 2021, may exceed the bounds permissible under section 197 read with Schedule V of the Firms Act, 2013.

RESOLVED FURTHER THAT within the event of loss or inadequacy of profits in any financial yr during her term of appointment, remuneration as approved to be paid to Dr. Devlina Chakravarty (DIN: 07107875), Managing Director, shall be regarded as the minimum remuneration, in accordance with the provisions of the Firms Act, 2013.

RESOLVED FURTHER THAT the opposite terms and conditions, as approved by the shareholders with respect to the appointment and remuneration of Dr. Devlina Chakravarty, Managing Director on 24th March, 2020 shall remain the identical.

RESOLVED FURTHER THAT the Board/Nomination and Remuneration Committee be and is hereby authorized to take all such steps as it could in its absolute discretion think obligatory, proper or expedient to present effect to this resolution and to settle any query or doubt that will arise in relation thereto in an effort to give effect to the foregoing resolution and to hunt such approval/ consent as could also be required on this regard.”

By Order of the Board of Directors

For Artemis Medicare Services Limited

Sd/-

Place : Gurugram

Shilpa Budhia

Date : 4th June, 2022

Company Secretary

ACS No.: 23564

NOTES:

  1. In view of the huge outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Ministry of Corporate Affairs (MCA) Circular No. 14/2020 dated 8th April, 2020, MCA Circular No.17/2020 dated 13th April, 2020, followed by MCA Circular No. 20/2020 dated 5th May, 2020, MCA Circular No. 02/2021 dated 13th January, 2021, MCA Circular No. 21/2021 dated 14th December, 2021 and MCA Circular No. 2/2022 dated 5th May, 2022 and all other relevant circulars issued every so often, physical attendance of the Members to the Annual General Meeting (AGM) venue will not be required and general meeting be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and take part in the following AGM through VC/OAVM.
  2. Pursuant to the Circular No. 14/2020 dated 8th April, 2020, issued by the Ministry of Corporate Affairs, the ability to appoint proxy to attend and solid vote for the members will not be available for this AGM. Nonetheless, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and solid their votes through e-voting.
  3. AGM is being convened through VC/OAVM in compliance with applicable provisions of the Firms Act, 2013 read with MCA Circular No. 14/2020 dated 8th April, 2020, MCA Circular No. 17/2020 dated 13th April, 2020, MCA Circular No. 20/2020 dated 5th May, 2020 and MCA Circular No. 2/2021 dated 13th January, 2021, MCA Circular No. 21/2021 dated 14th December, 2021 and 2021 and MCA Circular No. 2/2022 dated 5th May, 2022.

ARTEMIS MEDICARE SERVICES LIMITED

  1. In compliance with MCA Circular No. 2/2022 dated 5th May, 2022 and other relevant Circulars previously issued by the MCA and SEBI Circular No. SEBI/HO/DDHS/P/CIR/2022/0063 dated 13th May, 2022 and other relevant Circulars previously issued by SEBI and owing to the difficulties involved in dispatching of physical copies of the financial statements including Board’s Report, Auditor’s report or other documents required to be attached therewith (together known as Annual Report FY 2021-22) and Notice of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company, Company’s Registrars and Transfer Agents or the Depository Participant(s).
  2. The Members can join the AGM within the VC/OAVM mode half-hour before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned within the Notice. The ability of participation on the AGM through VC/ OAVM will likely be made available for 1000 members on first come first served basis. This may not include large Shareholders (Shareholders 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. who’re allowed to attend the AGM without restriction on account of first come first served basis.
  3. The attendance of the Members attending the AGM through VC/OAVM will likely be counted for the aim of reckoning the quorum under Section 103 of the Firms Act, 2013.
  4. Pursuant to the provisions of Section 108 of the Firms Act, 2013 read with Rule 20 of the Firms (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated 8th April, 2020, 13th April, 2020 and 5th May, 2020 the Company is providing facility of distant e-Voting to its Members in respect of the business to be transacted on the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, because the authorized agency. The ability of casting votes by a member using distant e-Voting system in addition to venue voting on the date of the AGM will likely be provided by NSDL.
  5. Consistent with the Ministry of Corporate Affairs Circular No. 17/2020 dated 13th April, 2020, the Notice calling the AGM has been uploaded on the web site of the Company at www.artemishospitals.comThe Notice will also be accessed from the web sites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and the AGM Notice can be available on the web site of NSDL (agency for providing the Distant e-Voting facility) i.e. www.evoting.nsdl.com.
  6. Corporate Members are requested to send a scan copy of duly certified copy of the Board resolution/authority letter authorizing their representative(s) to attend and vote on their behalf on the meeting.
  7. The relevant explanatory statement pursuant to Section 102 of the Firms Act, 2013, in respect of the special business set out above is annexed hereto.
  8. All documents referred to within the notice will be obtained for inspection through secured mode by writing to the Company at its email ID investor@artemishospitals.comtill the date of the meeting.
  9. Through the AGM, the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Firms Act, 2013 (“the Act”), the Register of Contracts or arrangements during which Directors have an interest under Section 189 of the Act and other documents as mentioned within the notice together with explanatory statement shall be available for inspection upon login at NSDL e-Voting system at https://www.evoting.nsdl.com/.
  10. The shares of the Company are under compulsory demat list of Securities & Exchange Board of India. The trading in equity shares can now only be done in demat form. In case you don’t hold shares in demat form, it’s possible you’ll achieve this by opening an account with a Depository Participant and complete dematerialisation formalities.
  11. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January, 2022, has mandated the listed firms to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed dividend account; exchange of securities certificate; sub- division of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4 to the Company’s Registrar and Transfer Agents, Alankit Assignments Limited. It could be noted that any service request will be processed only after the folio is KYC Compliant.

ARTEMIS MEDICARE SERVICES LIMITED

  1. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/ mobile numbers, Everlasting Account Number (PAN), mandates, nominations, power of attorney, bank details similar to, name of the bank and branch details, checking account number, MICR code, IFSC code, etc.,:
    1. For shares held in electronic form: to their Depository Participants (DPs)
    2. For shares held in physical form: to the Company/ Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3rd November, 2021.
      The Company has sent communication to shareholders on this regard.
  2. SEBI vide its notification dated 24th January, 2022 has mandated that each one requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the identical and to eliminate all risks related to physical shares and avail various advantages of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or Registrar & Transfer Agents, for assistance on this regard.
  3. The Notice of AGM and the copies of Audited Financial Statements, Board’s Report, Auditor’s Report etc. can even be displayed on the web site www.artemishospitals.comof the Company.
  4. As per the provisions of Regulation 39 (4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule VI of the aforesaid Regulations, the unclaimed/undelivered shares lying in possession of the Company had been dematerialised and transferred into an “Unclaimed Suspense Account”. Members who haven’t yet claimed their shares are requested to instantly approach the Company by forwarding a request letter duly signed by all of the Members furnishing the obligatory details to enable the Company to take obligatory motion. Further, the Company is sending reminder letters to the shareholders who’re holding shares in Physical form to assert their Share certificates post sub-division of Equity shares from face value of ` 10/- each to face value of ` 1/- each. The unclaimed/undelivered shares lying in possession of the Company will likely be dematerialised and transferred into an “Unclaimed Suspense Account” after the expiry of 1 month from the threerd Reminder letter sent/to be sent by the Company.
  5. The Securities and Exchange Board of India (SEBI) has mandated the submission of Everlasting Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, due to this fact, requested to submit the PAN to their depository participants with whom they’re maintaining their demat accounts. Members holding shares in physical form are requested to submit their PAN details to the Company.
  6. To forestall fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or staying abroad or demise of any Member as soon as possible. Members are also advised not to depart their demat account(s) dormant for an extended period. The statement of holdings ought to be obtained from the concerned Depository Participants and holdings ought to be verified periodically.

21 Nomination Facility: As per the provisions of Section 72 of the Act and Rule 19(1) of the Firms (Share Capital and Debentures) Rules, 2014, as amended, Members holding shares in physical form may file nomination within the prescribed Form SH-13 with the Company’s Registrar and Share Transfer Agent. In respect of shares held in dematerialized form, the nomination form could also be filed with the respective Depository Participant.

  1. Information under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings, in respect of the Directors in search of appointment/re-appointment including variation of the terms of remuneration on the AGM, forms integral a part of the Notice and is provided at the tip of the Notice. The concerned Directors have furnished the requisite declarations for his or her appointment and their transient profile forms a part of the explanatory statement.
  2. For the reason that AGM will likely be held through VC/OAVM, the Route Map will not be annexed on this Notice
  3. PROCEDURE FOR REMOTE E-VOTING,E-VOTING DURING THE AGM AND ATTENDING THE AGM THROUGH VC/OAVM:
    In compliance with Section 108 of the Firms Act, 2013 read with Rule 20 of the Firms (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Circulars issued by the Ministry of Corporate Affairs dated 8th April, 2020, 13th April, 2020 and 5th May, 2020, the Company has provided a facility of casting the votes by the Members using an electronic voting system from a spot apart from the venue of AGM (“distant e-Voting”) through the electronic voting service facility arranged by NSDL.

That is an excerpt of the unique content. To proceed reading it, access the unique document here.

Disclaimer

Artemis Medicare Services Ltd. published this content on 17 June 2022 and is solely liable for the knowledge contained therein. Distributed by Public, unedited and unaltered, on 17 June 2022 10:22:03 UTC.


Publicnow 2022

All news about ARTEMIS MEDICARE SERVICES LIMITED
Sales 2022 5 548 M
71,1 M
71,1 M
Net income 2022 318 M
4,08 M
4,08 M
Net Debt 2022 1 735 M
22,2 M
22,2 M
P/E ratio 2022 20,0x
Yield 2022
Capitalization 5 499 M
70,5 M
70,5 M
EV / Sales 2021 1,00x
EV / Sales 2022 1,41x
Nbr of Employees 1 517
Free-Float 20,3%
Chart ARTEMIS MEDICARE SERVICES LIMITED

Duration :
Auto.
2 months
3 months
6 months
9 months
1 yr
2 years
5 years
10 years
Max.



Period :
Day
Week

Artemis Medicare Services Limited Technical Analysis Chart | MarketScreener

Income Statement Evolution

LEAVE A REPLY

Please enter your comment!
Please enter your name here