GHL Postal Ballot Notice 132725
GHL Postal Ballot Notice 132725
Regd. Office: Medanta- Mediclinic, E-18, Defence Colony, New Delhi - 110024
Corporate Office: Medanta - The Medicity, Sector-38, Gurugram, Haryana - 122001
Tel: +91 124 483 4060; E-mail: [email protected] Website: https://www.medanta.org
[Pursuant to Section 108, 110 of the Companies Act, 2013 read with Rule 20 & 22 of the
Companies (Management and Administration) Rules, 2014]
Dear Member(s),
Notice is hereby given that pursuant to the provisions of Section 108, 110 of the Companies
Act, 2013 (‘the Act’) read with Rule 20 & 22 of the Companies (Management and
Administration) Rules, 2014 (‘the Rules’), Secretarial Standard on General Meetings (‘SS-2’)
issued by the Institute of Company Secretaries of India read with General Circular No. 14/2020
dated April 8, 2020 and subsequent circulars issued in this regard, the latest being 09/2024
dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India
(collectively referred as ‘MCA Circulars’), Regulation 44 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations’), as amended from time to time and other applicable provisions of the Act, rules,
regulations, circular and notification (including any statutory modification(s), clarification(s),
substitution(s) or re-enactment(s) thereof for the time being in force), the resolution as set out
hereunder is proposed to be passed by the Members of Global Health Limited (‘the Company’)
through postal ballot by way of remote e-voting only. An Explanatory Statement pursuant to
Section 102 of the Act, setting out the material facts concerning the resolution and the reasons
thereof, is annexed hereto for your consideration.
In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through
electronic mode to those Members whose e-mail addresses are registered and /or names are
appeared with the National Securities Depository Limited (‘NSDL’) and Central Depository
Services (India) Limited (‘CDSL’) (NSDL & CDSL together refer as ‘Depositories’).
Accordingly, physical copy of the Notice along with postal ballot form and pre-paid business
reply envelope are not being sent to the Members for this postal ballot.
The Board of Directors of the Company in compliance with Rule 22(5) of the Companies
(Management and Administration) Rules, 2014, has appointed M/s Mukesh Agarwal & Co.,
Company Secretary in Whole Time Practice, as the Scrutinizer for conducting the postal ballot
process in a fair and transparent manner.
Pursuant to the provisions of Section 108, 110 of the Act read with Rule 20 & 22 of the Rules
and Regulation 44 of the SEBI Listing Regulations, the Company is offering remote e-voting
facility to all its members to enable them to cast their votes electronically. The Company has
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engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of
providing remote e-voting facility to all its Members. Members are requested to follow the
procedure as stated in the Notes for casting of votes by remote e-voting. The remote e-voting
period facility will be available during the following period:
The remote e-voting shall not be allowed beyond the aforesaid date and time and the remote
e-voting module shall be disabled by NSDL upon expiry of the aforesaid period.
After completion of remote e-voting period, the Scrutinizer will submit his report to the
Chairman of the Company or any authorized person of the Company within two working days
from the conclusion of the remote e-voting. The results of the remote e-voting conducted
through postal ballot along with Scrutinizer’s Report will be announced within two working
days from the conclusion of the remote e-voting. The said results along with the Scrutinizer’s
Report shall be placed on the Company’s website https://www.medanta.org/investor-relation
and on the website of NSDL at https://www.evoting.nsdl.Com/ The Company shall also
intimate the results to BSE Limited and National Stock Exchange of India Limited, where the
shares of the Company are listed.
The resolution, if approved by the requisite votes of members by means of postal ballot,
shall be deemed to have been passed on the last date of remote e-voting, i.e. on
Saturday, March 15, 2025.
SPECIAL BUSINESS:
To consider and, if thought fit, to pass, with or without modification(s), the following resolution
as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 197 and other
applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV
and V of the Act, Companies (Appointment and Qualifications of Directors) Rules, 2014 and
as required under Regulation 17(1A) and other applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the
Articles of Association of the Company, Ms. Praveen Mahajan (DIN: 07138514) be and is
hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation,
to hold office for a second term of 5 (five) consecutive years commencing from July 10, 2025.
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RESOLVED FURTHER THAT Ms. Mahajan, if appointed, shall be eligible for payment of
such amount as may be approved by Nomination & Remuneration Committee or Board of
Directors, from time to time, in form of commission provided that the amount of such
commission together with commission payable to all other Independent Directors for the time
being on the Board of the Company should not exceed 1% of Net Profits of the Company.
RESOLVED FURTHER THAT Board of Directors of the Company be and are hereby
authorized to do all such acts, deeds, matters and things including but not limiting to signing
documents or such other papers as may be necessary, desirable and expedient to give effect to
this resolution.”
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NOTES:
(a) An Explanatory Statement pursuant to Section 102 & 110 of the Act, setting out material facts
and other relevant information is annexed hereto and forms part of the Notice.
(b) In accordance with the provisions of the Act, MCA Circulars, the Postal Ballot Notice is being
sent only through electronic mode to those Members, whose e-mail addresses are registered
and/or names are appeared on the Register of Members/List of Beneficial Owners as received
from the National Securities Depository Limited (“NSDL”) and Central Depository Services
(India) Limited (“CDSL”) respectively, as on Friday, February 07, 2025 (‘Cut-off Date’).
A copy of the Postal Ballot Notice is available on the website of the Company at
https://www.medanta.org/investor-relation , website of the stock exchanges, i.e. BSE Limited
and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com
respectively and on the website of remote e-Voting agency i.e. NSDL at www.evoting.nsdl.com.
(c) Member(s) whose names appear on the Register of Members/List of Beneficial Owners as on the
Cut-off Date i.e. Friday, February 07, 2025, will only be considered for the purpose of remote
e-voting.
(d) Corporate / Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to
send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with
attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to
the Scrutinizer by e-mail to [email protected] with a copy marked to
[email protected]
(e) Pursuant to the provision of Sections 108, 110 of the Act, read with Rule 20 & 22 of the Rules
and Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide remote
e-voting facility of NSDL to its Members, to enable them to cast their votes electronically.
(f) The instructions for remote e-voting are annexed to this Notice. The remote e-voting period
facility will be available during the following period:
The remote e-voting shall not be allowed beyond the aforesaid date and time, and the remote
e-voting module shall be disabled by NSDL upon expiry of the aforesaid period. The remote
e-voting shall be reckoned in proportion to a Member's share of voting rights on the paid-up share
capital of the Company as on the Cut-off Date.
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(g) The resolution, if passed by the requisite majority, through Postal Ballot, shall be deemed to have
been passed on the last date specified for remote e-voting i.e. Saturday, March 15, 2025.
(h) Members who have not updated their e-mail addresses/KYC details are requested to register the
same in respect to the shares held by them in electronic form, with the Depository through their
Depository Participant. Members holding shares in certificate form and who have not updated
their e-mail addresses/KYC details are requested to register/update the said details by sending
the requisite forms to the Company’s Registrar and Share Transfer Agent (RTA) i.e. Kfin
Technologies Limited either by e-mail to [email protected] or by post to Selenium
Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Rangareddi,
Telangana, Hyderabad – 500032, India. The Members can access the relevant forms on the
Company's website at https://www.medanta.org/investor-relation.
(i) All relevant documents, if any, referred in this Notice and the Explanatory Statement shall be
open for inspection by the Members at the registered office of the Company at
Medanta – Mediclinic, E-18, Defence Colony, Delhi-110024, during the business hours on all
working days from the date of dispatch of the Notice till the last date for remote e-voting.
(j) The detailed process and manner for remote e-voting are explained herein below:
A) Login method for remote e-Voting for Individual shareholders holding securities in Demat
mode
Login method for Individual shareholders holding securities in Demat mode is given below:
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for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing
the following URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile. Once the home page of e-
Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will
open. You will have to enter your User ID (i.e. your sixteen digit
demat account number hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-
Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote
e-Voting period.
4. Shareholders/Members can also download NSDL Mobile App
“NSDL Speede” facility by scanning the QR code mentioned
below for seamless voting experience.
Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login
holding securities in demat through their existing user id and password. Option will be made
mode with CDSL available to reach e-Voting page without any further
authentication. The users to login Easi / Easiest are requested to
visit CDSL website www.cdslindia.com and click on login icon
& New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is
in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote during
the remote e-Voting period. Additionally, there is also links
provided to access the system of all e-Voting Service Providers,
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so that the user can visit the e-Voting service providers’ website
directly.
3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL website www.cdslindia.com and click on
login & New System Myeasi Tab and then click on registration
option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system
will authenticate the user by sending OTP on registered Mobile
& Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
Individual Shareholders You can also login using the login credentials of your demat account
(holding securities in demat through your Depository Participant registered with NSDL/CDSL
mode) login through their for e-Voting facility. upon logging in, you will be able to see e-
depository participants
Voting option. Click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication,
wherein you can see e-Voting feature. Click on company name or e-
Voting service provider i.e. NSDL and you will be redirected to e-
Voting website of NSDL for casting your vote during the remote e-
Voting period.
Important note: Members who are unable to retrieve User ID/ Password are advised to use
Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in Demat mode for any technical
issues related to login through Depository i.e. NSDL and CDSL
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B) Login Method for shareholders other than Individual shareholders holding securities in
Demat mode and shareholders holding securities in physical mode.
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a
Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL
eservices after using your log-in credentials, click on e-Voting and you can proceed to Step
2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login
and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial
password’ which was communicated to you. Once you retrieve your ‘initial password’, you
need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial
password’ is communicated to you on your email ID. Trace the email sent to you from NSDL
from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file.
The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of
client ID for CDSL account or folio number for shares held in physical form. The .pdf file
contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered
6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your
password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat
account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option
available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a
request at [email protected] mentioning your demat account number/folio number,
your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes
on the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the
check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which
you are holding shares and whose voting cycle.
2. Select “EVEN’ of Company for which you wish to cast your vote during the remote e-Voting
period. EVEN of the Company for this Postal Ballot is “132725”
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number
of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when
prompted.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
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General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send
scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with
attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to
the Scrutinizer by e-mail to [email protected] with a copy marked to
[email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can
also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking
on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their
login.
2. It is strongly recommended not to share your password with any other person and take utmost
care to keep your password confidential. Login to the e-voting website will be disabled upon
five unsuccessful attempts to key in the correct password. In such an event, you will need to go
through the “Forgot User Details/Password?” or “Physical User Reset Password?” option
available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders
and e-voting user manual for Shareholders available at the download section of
www.evoting.nsdl.com or call on: 022-4886 7000 or send a request to Pallavi Mhatre,
Senior Manager at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for
procuring user id and password and registration of e mail ids for e-voting for the resolutions set
out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self attested scanned copy of
PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to
[email protected]
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or
16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement,
PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of
Aadhar Card) to [email protected] . If you are an Individual shareholders holding
securities in demat mode, you are requested to refer to the login method explained at Step 1
(A) i.e. Login method for e-Voting for Individual shareholders holding securities in
Demat mode.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT,
2013
Ms. Praveen Mahajan (DIN: 07138514) was appointed as an Independent Director of the Company for
a period of 5 (five) consecutive years commencing from July 10, 2020, upto July 09, 2025 (both days
inclusive). The members, at the 16th Annual General Meeting held on October 29, 2020, had also
approved the appointment of Ms. Praveen Mahajan. As per Section 149(10) of the Act, an Independent
Director shall hold office for a term of up to five consecutive years on the Board of a Company but
shall be eligible for re-appointment on passing a Special Resolution by the Company for another term
of up to five consecutive years. Further, as per Schedule IV of the Act read with Regulation 19 of the
Listing Regulations and terms of reference of Nomination and Remuneration Committee, such
re-appointment of an Independent Director shall be on the basis of report of performance evaluation.
Ms. Mahajan tenure will ends on July 09, 2025 and she is eligible for re-appointment for a second term
of 5 (five) consecutive years on the Board of the Company. She is member of Audit Committee,
Nomination and Remuneration Committee and Risk Management Committee. She is also on the Board
of material subsidiaries of the Company.
The Nomination & Remuneration Committee (NRC) of the Board at its meeting held on
February 04, 2025, has evaluated the skills, knowledge, experience, substantial contribution and report
of performance evaluation of Ms. Mahajan and on basis of such evaluation, the NRC has recommend
to the Board of Directors for further examination, to continue the second term as an Independent
Director, subject to approval of shareholders.
Pursuant to the recommendation of NRC, the Board of Directors at its meeting held on
February 04, 2025, has evaluated the skills, knowledge, capabilities and other aspects related to
re-appointment of Ms. Mahajan. The Board has also considered that the continued association of
Ms. Mahajan would be of immense benefit to the Company and it is desirable to continue to avail her
services as an Independent Director.
Accordingly, the Board has recommend to the members, the re-appointment of Ms. Mahajan as an
Independent Director of the Company for a second term of 5 (five) consecutive years commencing from
10 July, 2025 upto 09 July, 2030 (both days inclusive), not liable to retire by rotation.
Additionally, as per the Regulation 17(1A) of the Listing Regulations, no listed entity shall appoint a
person or continue the directorship of any person as a non-executive director who has attained the age
of 75 years unless a special resolution is passed to that effect. Ms. Praveen Mahajan would attain the
age of 75 years during the second term and in view of the same, a Special Resolution is proposed seeking
approval of the members for continuation of her directorship in the Company even after attaining the
age of 75 years.
Attention of the Members is drawn on the resolution passed by them on June 26, 2024 through postal
ballot in which the members have approved payment of commission to Independent Directors upto 1%
of Net Profits. In view of proposed re-appointment of Ms. Mahajan for a second term starting from
July 10, 2025, it is also proposed to continue her eligibility to received remuneration in form of
commission, as approved earlier by the shareholders without any change. For the remuneration of
financial year 2025-26, her period of association in current tenure (i.e. from April 1, 2025 to
July 9, 2025) shall also be considered without interruption.
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The Company has received all statutory disclosures/declarations, including:
a. Consent in writing to act as director in Form DIR-2, pursuant to Section 184 of the Act read with
Rule 8 of the Appointment Rules;
b. Intimation in Form DIR-8 that she is not disqualified under Section 164 of the Act;
c. Declaration that she meets the criteria of independence as provided in the Act and Listing
regulations;
d. Declaration that she has not been debarred from holding office of a Director by virtue of any order
of SEBI or any other such authority;
e. Confirmation that she is registered at the data bank of Independent Directors maintained by the
Indian Institute of Corporate Affairs;
f. Confirmation that she is not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact her ability to discharge duties as an Independent
Director of the Company, and
A brief profile of Ms. Mahajan, her specific areas of expertise and other relevant information as required
under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings in
respect of her re-appointment is annexed as an Annexure to this Notice.
The draft letter of appointment of Ms. Mahajan as an Independent Director setting out the terms and
conditions would be available for inspection without any fees by the members of the Company at the
registered office of the Company and also on the website at https://www.medanta.org/investor-relation.
In terms of the Act read with relevant rules and Listing Regulations, and basis the evaluation done by
NRC and Board of the candidature, eligibility and contributions made by Ms. Mahajan, the Board of
Directors recommend the Special Resolution as set out above in this Notice, for the approval of the
Members of the Company.
None of the Directors other than Ms. Mahajan, Key Managerial Personnel of the Company/their
relatives is concerned or interested, financial or otherwise, in the proposed Resolution except to the
extent of their shareholdings.
By order of the Board of Directors
For Global Health Limited
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Annexure
Additional information on directors recommended for appointment/reappointment as required
under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standards-2 on General Meetings
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Directorships held in other 1. Global Health Patliputra Private Limited - Independent Director
Companies (Excluding 2. Medanta Holdings Private Limited – Independent Director
Foreign Companies) 3. Meradoc Healthtech Private Limited – Independent Director
4. IFFCO Kisan Suvidha Limited – Independent Director
5. J. K. Cement Limited - Independent Director
Details of Remuneration 1) She shall be eligible for payment of such amount of commission,
sought to be paid as may be determine by NRC or Board of Directors, from time to time
provided that the amount of such commission together with
commission payable to all other Independent Directors for the time
being on the Board of the Company should not exceed 1% of Net
Profits of the Company.
Remuneration last drawn During the financial year 2023-24, Ms. Mahajan received sitting fees
amounting to Rs.17,00,000/- and Commission of Rs. 2s0,00,000/-
Skills and capabilities Ms. Praveen Mahajan meets the following skills and capabilities
required for the role and the required for the role of Independent Director, as have been identified
manner in which the by the Nomination & Remuneration Committee/Board of Directors of
proposed person meets such the Company:
requirements • Corporate governance and Board Skills;
• Finance, Accounting and Risk Management;
• Leadership/Strategic Formulation and General Management;
• Risk/Legal/Regulatory Compliance
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