Aster DM Healthcare : Annual General Meeting

	August 02, 2022
The Secretary	The Manager,
Listing Department,	Listing Department,
BSE Limited,	The National Stock Exchange of India Ltd
1st Floor, Phiroze Jeejeebhoy Towers	Exchange Plaza, C-1, Block G
Dalal Street, Mumbai 400001	Bandra Kurla Complex
Scrip Code: 540975	Bandra (East), Mumbai 400051
	Scrip Symbol: ASTERDM
Dear Sir/ Madam,

Sub: Notice of the 14th Annual General Meeting (AGM) and Integrated Annual Report for the financial year 2021-22

With reference to captioned subject, we wish to inform you that the 14th Annual General Meeting ("AGM") of Aster DM Healthcare Limited ("the Company") is scheduled to be held on Thursday, August 25, 2022 at 11:30 A.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), in compliance with applicable circulars issued by the Ministry of Corporate Affairs ('MCA circulars'), the Securities and Exchange Board of India ("SEBI circulars") and other applicable provisions of the Companies Act, 2013, to transact the businesses as set forth in the Notice of AGM.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please find enclosed the Notice of the 14th AGM and the Integrated Annual Report for the financial year 2021-22.

In compliance with the MCA Circulars and SEBI Circulars the Notice of the 14th AGM and Integrated Annual Report for the financial year 2021-22 are being sent only through electronic mode to those Members whose email IDs are registered with the Company/ Depositories. Further, the same are also made available on the website of the Company at https://www.asterdmhealthcare.com/investor/shareholders-services.

The schedule of the AGM is as set out below:

Event	Date	Time
Cut-off date for e-voting	August 18, 2022	NA
Commencement of e-voting	August 22, 2022	09:00 A.M (IST)
End of e-voting	August 24, 2022	05:00 P.M (IST)
AGM	August 25, 2022	11:30 A.M (IST)

We request you to take the same on record.

Thank You,

For Aster DM Healthcare Limited

Hemish Purushottam

Company Secretary and Compliance Officer

01

Notice

Aster DM Healthcare Limited

CIN: L85110KA2008PLC147259

Registered office: No.1785, Sarjapur Road, Sector -1, HSR Layout, Ward No.174, Agara Extension,

Bengaluru-560102, Karnataka, India Tel: [phone]

Website: www.asterdmhealthcare.com Email: [e-mail]

Dear Members,

Invitation to attend the Fourteenth (14th) Annual General Meeting ("AGM") on Thursday, August 25, 2022

You are cordially invited to attend the Fourteenth (14th) AGM of the Company to be held on Thursday, August 25, 2022, at 11:30 A.M.(IST) through video conferencing ('VC') / Other Audio-Visual Means ('OAVM'). The notice convening the AGM is enclosed herewith. For ease of participation of the Members, we are providing below the key details regarding the meeting for your reference:

S.

No

1.

2.

3.

4.

5.

Particulars

Helpline number for VC participation

Cut-off date for e-voting

Time period for remote e-voting

Last date for publishing results of the e-voting Registrar and Share Transfer Agent contact details

Details

For any assistance or support before or during the AGM, Members may contact the Company at [e-mail] or meenakshi.

[e-mail] / Tel.: [phone] Thursday, August 18, 2022

The remote e-voting period begins on Monday, August 22, 2022 at 09:00 A.M.(IST) and ends on Wednesday, August 24, 2022 at 05:00

P.M.(IST)

Saturday, August 27, 2022 Link Intime India Pvt Ltd

C-101,1st Floor, 247 Park,

Lal Bahadur Shastri. Marg, Vikhroli (West), Mumbai -400 083 Maharashtra, India

Tel: [phone]

Email:[e-mail]/[e-mail]

Yours truly,

Dr. Azad Moopen

Chairman and Managing Director DIN:00159403

Place: Dubai

Date: May 24, 2022

02

Aster DM Healthcare Limited

Annual General Meeting Notice

Aster DM Healthcare Limited

CIN: L85110KA2008PLC147259

Registered office: No.1785, Sarjapur Road, Sector -1, HSR Layout, Ward No.174, Agara Extension,

Bengaluru-560102, Karnataka, India Tel: [phone] Website: www.asterdmhealthcare.com Email: [e-mail]

Notice

Notice is hereby given that the 14th Annual General Meeting ('AGM') of the Members of Aster DM Healthcare Limited (the "Company") will be held on Thursday, the 25th day of August 2022 at 11:30 A.M (IST) through Video Conferencing ('VC')/ Other Audio-Visual Means ('OAVM') to transact the following business:

A. Ordinary business

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company including the Audited Consolidated Financial Statements for the financial year ended March 31, 2022, together with the Reports of the Board of Directors and the Auditors thereon.
2. To appoint a Director in the place of Mr. Shamsudheen Bin Mohideen Mammu Haji (DIN: 02007279), who retires by rotation and being eligible, offers himself for re-appointment.

B. Special Business

3. Ratification of remuneration payable to the Cost Auditors for the financial year 2022-2023

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 148 and read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory amendment(s)/modification(s) thereof for the time being in force), the Members be and hereby approve and ratify the remuneration of Rs. 2,25,000 (Rupees Two Lakhs and Twenty-Five Thousand only) plus out of pocket expenses & taxes as applicable to M/s. Jitender, Navneet & Co, Cost Accountants, (Firm Registration Number: 000119) who were appointed as Cost Auditors of the Company by the Board of Directors to conduct audit of cost accounting records for the financial year 2022-2023.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.

4. To approve payment of remuneration to Dr. Mandayapurath Azad Moopen (DIN: 00159403), Managing Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the recommendation of Nomination and Remuneration Committee and pursuant to the provisions of Sections 196, 197, 198, 203 and any other applicable provisions if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory amendment(s)/ modification(s) thereof) read with Schedule V of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules, regulations, and guidelines of any/ various statutory/ regulatory authority(ies) that are or may become applicable (collectively referred herein as the "Applicable Laws"), the provisions of Articles of Association of the Company and subject to such necessary approval(s), consent(s) or permission(s), as may be required from the Central Government consent of the Members of the Company be and is hereby accorded for payment of remuneration to Dr. Mandayapurath Azad Moopen, (DIN: 00159403) Managing Director of the Company effective December 01, 2022 to April 14, 2023 as detailed below

Salary	Rs. 60 Lakhs per annum
Gratuity	As per the rules of the Company
Encashment of leave	As per the rules of the Company
Other benefits	Use of Company's car, chauffeur and
	telephone for official purposes as per
	the rules of the Company

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter and vary his remuneration based on the recommendation of the Nomination and Remuneration Committee subject to the same not exceeding the limits specified under Section 197 read with Schedule V of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force).

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.

5. Approval for re-appointment of Dr. Mandayapurath Azad Moopen, (DIN: 00159403), as Managing Director of the Company for a term of three years with effect from April 15, 2023

To consider and if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the recommendation of Nomination and Remuneration Committee and the Board of Directors and pursuant to the provisions of Section 196, 197, 198, 203 and Schedule V read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory amendment(s)/modification(s) thereof) and applicable provisions of the of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules, regulations, and guidelines of any/ various statutory/ regulatory authority(ies) that are or may become applicable (collectively referred herein as the "Applicable Laws"), the provisions of Articles of Association of the Company and subject to such necessary approval(s), consent(s) or permission(s), as may be required from the Central Government, consent of the Members be and is hereby accorded to re-appoint Dr. Mandayapurath Azad Moopen, (DIN: 00159403), as Managing Director of the Company for a term of three years effective April 15, 2023 on the following remuneration notwithstanding that on April 15, 2023 he will attain the age of 70 years.

	03
	Notice
Salary	Rs. 60 Lakhs per annum
Gratuity	As per the rules of the Company
Encashment of leave	As per the rules of the Company
Other benefits	Use of Company's car, chauffeur and
	telephone for official purposes as per
	the rules of the Company

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter and vary his remuneration based on the recommendation of the Nomination and Remuneration Committee subject to the same not exceeding the limits specified under Section 197 read with Schedule V of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force).

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.

	By Order of the Board of Directors
	For Aster DM Healthcare Limited
	Dr. Azad Moopen
Place : Dubai	Chairman and Managing Director
Date : May 24, 2022	DIN: 00159403

04

Aster DM Healthcare Limited

Annual General Meeting Notice

Notes

1. Pursuant to the General Circulars 2/2022 and 19/2021, other circulars issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 issued by SEBI (hereinafter collectively referred to as "the Circulars"), companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC.
2. A Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the Company. Since the AGM is being held in accordance with the Circulars through VC, the facility for appointment of proxies by the Members will not be available.
3. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate Members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter [e-mail] a copy marked to [e-mail].
4. TheMemberscanjointheAGMintheVC/OAVMmode15minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/ OAVM will be made available for 1000 members on first come first served basis. This will 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 are allowed to attend the AGM without restriction on account of first come first served basis.
5. Participation of Members through VC will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013 ("the Act").
6. The following documents will be available for inspection by the Members electronically during the 14th AGM. Members seeking to inspect such documents can send an email to [e-mail].
7. 1. Certificate from the Secretarial Auditor of the Company relating to the Company's Stock Options Plans under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
   2. Register of Directors and Key Managerial Personnel and their shareholding, and
   3. Register of Contracts or Arrangements in which the Directors are interested, maintained under the Companies Act, 2013.

1. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. August 25, 2022. Members seeking to inspect such documents can send an email [e-mail].
2. In compliance with Section 108 of the Act, read with the corresponding rules, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Company has provided a facility to its Members to exercise their votes electronically through the electronic voting ("e-voting") facility provided by the National Securities Depository Limited (NSDL). Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by Members holding shares in dematerialized mode, physical mode and for Members who have not registered their email addresses is provided in the "Instructions for e-voting" section which forms part of this Notice. The Board has appointed Mr. M Damodaran, Managing Partner of M Damodaran & Associates LLP, Practicing Company Secretaries as the Scrutinizer to scrutinize the e-voting in a fair and transparent manner.
3. The e-voting period commences on Monday, August 22, 2022 (09:00 A.M IST) and ends on Wednesday, August 24, 2022 (05:00 P.M IST). During this period, Members holding shares either in physical or dematerialized form, as on cut-off date, i.e. as on August 18, 2022 may cast their votes electronically. The e-voting module will be disabled by NSDL for voting thereafter. A Member will not be allowed to vote again on any resolution on which vote has already been cast. The voting rights of Members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut-off date, i.e. as on August 18, 2022.
4. The facility for voting during the AGM will also be made available. Members present in the AGM through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM.
5. In case of joint shareholders, only such joint holder whose name is appearing first in the Register of Members will be entitled to vote at the AGM.
6. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at "[e-mail]". However, if he / she is already registered with NSDL for remote e-voting then he / she can use his / her existing user ID and password for casting the vote. If you forgot your password, you can reset your password by using "Forgot User Details/