Strides Shasun : SE Intimation on Postal Ballot & Evoting

45b3a203-463a-491f-b330-bc3bf2af5bea.pdf

Strides Shasun

Strides Shasu:n Lhnitcd ·Tel:+ 91 20 6/84 0000

L1x:+ 91 80 678 -1 0700

Ro8-d,

Bangalore ·· 560 076, India

fl :..);;tr L :

ww,v.:;1:rld2ssh asu n,corn

March 21, 2016

The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai -400 001

The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex,

Bandra (E), Mumbai - 400 051

Scrip Code: 532531 Scrip Code: STAR Dear Sirs,

Ref: Notice of Postal Ballot & E-Voting

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, we enclose herewith Notice of Postal Ballot seeking approval of Members for the following items:

1. Approval of "Strides Shasun Employee Stock Option Plan 2016" and grant of employee stock options to Employees of the Company under the Plan; and

   
   

2. Approval to grant stock options to the Employees of the Company's subsidiaries under the "Strides Shasun Employee Stock Option Plan 2016".

The date of events relevant to Postal Ballot are as below:

1.	Date of Completion of Dispatch of Notice (by email/ registered post/ courier) to members whose names appear	Friday, March 18, 2016
in the member register/ records as on March 11, 2016
2.	Date of Commencement of e-Voting	Tuesday, March 22, 2016 at 09.00 am
3.	Date of Ending of e-Voting ("Last Date")	Wednesday, April 20, 2016 at
05.00 p.m
Postal Ballot received from

members beyond the Last Date will not be valid and voting whether by post or electronic means shall not be allowed beyond the said Last Date.

Strid.es Shasun Limited - (Formerly known as Strides Arcolab Limited} CJN : L24230tA[il990PLC057062

REGD. OFF : 20J, Devavrara, Sector 17, Vashi, Navi tv.'.urnbai - s/10703. India I Td : 91-2:?-?789 :2924/:2789 :3199 I F,

The Postal Ballot and E-Voting Notice, along with the Explanatory Statement, will be displayed on the website of the Company at www.stridesarco.com, on the website of Karvy Computershare Private Limited - https://evoting.karvy.com and on website of Stock Exchanges at www.nseindia.com and www.bseindia.com where the shares of the Company are listed.

This is for your information and records. Thanks & Regards,

For Strides Shasun Limited

/,.,.,..,

.

-

Badree Komandur Group CFO & Company Secretary

Strides Shasun

STRIDES SHASUN LIMITED

(formerly Strides Arcolab Limited) CIN : L24230MHI 990PLC057062

Regd. Office: 201, 'Devavrata', Sector -17, Vashi, Navi Mumbai -400 703.

Tel No.: +91 22 2789 2924, Fax No.: +91 22 2789 2942

Corp. Office: 'Strides House', Bilekahalli, Bannerghatta Road, Bangalore -560 076.

Tel No.: +91 80 6784 0000/ 6784 0290, Fax No.: +91 80 6784 0800

Website: ,vww.stridesarco. com; Email: investors@stridesshasun.com NOTICE OF POSTAL BALLOT AND E-VOTING

Dear Member(s),

Notice pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management & Administration) Rules, 2014

Notice is hereby given that, pursuant to Section 110 of the Companies Act, 2013 (the "Act") read with Companies (Management and Administration) Rules, 2014 (the "Rules"), Strides Shasun Limited (the "Company") is seeking consent of its Members for the Special Business to be transacted through Postal Ballot, which includes voting by electronic means for the following items:

1. Approval of "Strides Shasun Employee Stock Option Plan 2016" and grant of employee stock options to Employees of the Company under the Plan; and

   
   

2. Approval to grant stock options to the Employees of the Company's subsidiaries under the "Strides Shasun Employee Stock Option Plan 2016".

The proposed resolutions along with Explanatory Statement setting out the material facts and the reasons thereof are appended along with the Postal Ballot Form for your consideration.

Mr. Binoy Chacko, Practicing Company Secretary, Bangalore has been appointed by the Company as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

Please read carefully the instructions printed on the back of the Postal Ballot Form and return the form duly completed in all respects in the attached self-addressed postage prepaid envelope so as to reach the Scrntinizer by Wednesday, April 20, 2016 before 5.00 p.m. Please note that any Postal Ballot Form(s) received after the said date will be treated as if no reply has been received from the member.

E-Voting

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and provisions of Section 110 of the Companies Act, 2013 read with the Rules, e-voting facility is being provided to all the Members.

The Company has engaged Karvy Computershare Pvt Ltd., Hyderabad (Karvy) for providing e-voting facility through its platform.

The process and manner for e-voting is provided in the notice. In case a member votes through e-voting facility, he/ she is not required to vote through Postal Ballot. In case a member votes through e-voting facility as well as sends his/ her vote through Postal Ballot Fo1m, the vote cast through e-voting shall be considered and the voting through Postal Ballot shall not be considered by the Scrntinizer.

E-voting will commence on Tuesday, March 22, 2016 at 9.00 a.m and will end on Wednesday, April 20, 2016 by 5.00 p.m.

The results of Postal Ballot and e-voting, together with the Scrutinizer's Report, will be announced by Friday, April 22, 2016 at the registered office of the Company and will be displayed on the website of the Company i.e., www.stridesarco.com and also on the website of Karvy i.e., https://evoting.karvy.com, besides being communicated to BSE Limited and the National Stock Exchange of India Limited on which the shares of the Company are listed.

RESOLUTIONS PUT THROUGH POSTAL BALLOT & E-VOTING

Item No.1

Approval of "Strides Shasun Employee Stock Option Plan 2016" and Grant of Employee Stock Options to the Employees of the Company under the Plan

To consider and if tlwug!ttjit, to assent/dissent to tltefollowing Special Resolution:

RESOLVED that pursuant to the provisions of Section 62 and all other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modifications or re-enactment thereof), and the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 including any modifications thereof or supplements thereto (the 11Regulations") and such other approval as may be required including approval of the Foreign Investment Promotion Board ("FIPB"), if applicable and in accordance with the provisions of the Securities and Exchange Board oflndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") entered into with the Stock Exchanges where the shares of the Company are listed and subject to such approvals, consents, pennissions and sanctions as may be necessaiy and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, consents, permissions and sanctions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include the Compensation Committee/ Nomination and Remuneration Committee), consent of the Members of the Company be and is hereby accorded to the Board to introduce and implement the "Strides Shasun Employees Stock

/

Option Plan - 2016" ("ESOP 201611

the "Plan11) and to create, offer, grant, issue and allot from time to time upto 30,00,000 (Thirty

Lakhs) Options to employees of the Company (including Executive Directors and Non-Executive Directors, but excluding Independent Directors, Promoters and Promoter Directors) of the Company who may or may not be the Members of the Company, (hereinafter

)

collectively referred to as "Employees11

as may be decided by the Board under the Plan, convertible into 30,00,000 (Thirty Lakhs)

Equity Shares of face value of Rs. I 0/- each fully paid up, in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the Board in accordance with the Plan and the provisions of the law or regulations issued by the relevant authority, from time to time.

RESOLVED FURTHER that the new equity shares to be issued and allotted by the Company in the manner aforesaid shall rank pari passu in all respects with the then existing equity shares of the Company.

RESOLVED FURTHER that the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may at its absolute discretion, deem necessary or desirable for such purpose and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in regard to such issue or offer, allocation, allotment and utilization of the proceeds (including power to amend or modify any terms of such issue or allotment) without being required to seek any further consent or approval of the Members, as it may in its absolute discretion deem fit and further to execute all documents and writings as may be necessary, proper, desirable or expedient and to give such directions and/or instructions as it may from time to time decide and to accept and give effect to such modifications, changes, variations, alterations, deletions, additions as regards the terms and conditions of the Plan.

RESOLVED FURTHER that the Board be and is hereby authorised to delegate all or any powers conferred herein to any Committee of Directors, the Chairman or the Executive Vice Chairman of the Company with a power to further delegate to any Officers/ Executives of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings etc. as may be necessary in this regard.

RESOLVED FURTHER that any of the Directors and the Company Secretary of the Company be and are hereby severally authorized to take all necessary steps for listing of the Securities allotted under the Plan on the Stock Exchanges, where the existing securities of the Company are listed as per the provisions of the Listing Regulations and other applicable guidelines, rules and regulations.