Annual Report 10-11 - Elder Pharmaceuticals Ltd.

Pharmaceuticals Ltd.including terms for issue of additional equity shares orvariation of the conversion price of the Securities duringthe duration of the Securities or period of conversion ofSecurities into Equity Shares or terms pertaining to votingrights or options for redemption of Securities, and that the agencies as may be involved or concerned in such Issuesof Securities and to remunerate all such agencies includingthe payment of commissions, brokerage, fees or the like,and also to seek the listing of the Securities in one or morethe Stock ExchangesRESOLVED FURTHER THAT the Company and/or anyagencies, persons or bodies as are authorized by theBoard may, subject to compliance with all applicable laws, in the capital of the Company or such other Securities asmay be required to provide for the tradability and freetransferability thereof in accordance with market practicesand subject to applicable laws and regulations and theArticles of Association of the Company and subject tocompliance with all applicable laws, rules, regulations, such features and attributes as are prevalent in internationaland/or domestic capital markets for instruments of suchnature and to provide for the tradability or transferabilitythereof as per the international and/or domestic practicesand regulations, and under the forms and practices prevalentin such international and/or domestic markets, subjectto compliance with all applicable laws, rules, regulations,RESOLVED FURTHER THAT the Securities issued inpursuance of this Resolution shall be deemed to have beenissued in the relevant domestic and/or foreign markets andshall be governed by the applicable laws, rules, regulations,RESOLVED FURTHER THAT the Securities may be redeemedand/or converted, subject to compliance with all applicableand approvals, in a manner as may be provided in the termsof their issue.RESOLVED FURTHER THAT the Board be and is herebyauthorized to issue and allot such number of Equity Sharesas may be required to be issued and allotted upon conversion,redemption or cancellation of any of the Securities or as maysubject to compliance with all applicable laws, rules,to dividend and voting as may be provided under the terms ofthe issue and in the offer document, if any.RESOLVED FURTHER THAT the pricing of the Securitiesshall be made subject to compliance with all applicableand approvals and, further that the pricing of any EquityShares pursuant to a Preferential Issue shall be made inaccordance with Chapter VII of the ICDR Regulations andthe pricing of any Securities pursuant to a QIP that may beissued, shall be made in accordance with Chapter VIII of theICDR Regulations.RESOLVED FURTHER THAT in the event of an issue ofSecurities by way of a Preferential Issue under Chapter VIIof the ICDR Regulations, the “relevant date” shall have the Clause 71 of the said Chapter VII of the ICDR Regulations,which, inter alia states as under: shall mean, the thirty days prior to the date on whichthe meeting of shareholders is held to consider the above or a date thirty days prior to the date on which theholders of the convertible securities become entitled toapply for the equity shares.RESOLVED FURTHER THAT in the event of issue of Securitiesby way of a QIP under Chapter VIII of the ICDR Regulations,the “relevant date” shall have the meaning given in sub-Regulations, which states as under: in the case of allotment of equity shares, the date ofmeeting in which the Board or the Committee decides in case of allotment of eligible convertible securities,either the date of meeting in which the Board orthe Committee decides to open the issue of suchconvertible securities or the date on which holders ofsuch convertible securities become entitled to apply forthe equity shares.RESOLVED FURTHER THAT in the event of issue of Securities relevant date” means thedate of the meeting in which the Board decides to open thetime in accordance with applicable laws, rules, regulations,RESOLVED FURTHER THAT in the event of an issue of anyother type of Securities, pricing of such Securities and the“relevant date” shall have the meaning as may be stipulatedin any applicable law, rule, regulation, guideline, circular,RESOLVED FURTHER THAT for the purpose of givingeffect to any Issue or allotment of Securities as describedin above paragraphs, the Board or any authorized personso designated by the Board be and is hereby authorized,on behalf of the Company, subject to compliance with allguidelines and approvals, to do all such acts, deeds, mattersand things as it may in its discretion deem necessary or106