<strong>Pharmaceuticals</strong> <strong>Ltd</strong>.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 or<strong>10</strong>6
28 th <strong>Annual</strong> <strong>Report</strong>20<strong>10</strong> - <strong>11</strong>Strategic Reviewdesirable for such purpose, as regards inter alia the issue ofas may be required from time to time and the issue and/or allotment of Securities, the utilization of issue proceedsand the appointment of and entering into of Agreements and all such other relevant agencies including withoutlimitation, entering into arrangements for managing,underwriting, marketing, listing, trading, and appointingdepositories, custodians, registrars, and trustees and toissue any prospectuses or offering documents and sign the documents and writings and to pay any fees, commissions,power, on behalf of the Company, to settle any questions,RESOLVED FURTHER THAT the Board and other regards the requisite listing application / prospectus /offer document / offer letter / offer circular / placementdocument / information memorandum / private placementamendments or supplements thereof, and or any other SEBI and such other authorities or institutions in India and/or abroad for this purpose, as may be required.RESOLVED FURTHER THAT in addition to compliance withall applicable Indian laws, rules, regulations, circulars,in pursuance of this Resolution shall also, if applicable,be governed by and comply with all applicable laws, approvals of any relevant jurisdiction outside India wherethey are listed or that may in any other manner apply to suchSecurities.RESOLVED FURTHER THAT all acts, deeds and thingsalready done or undertaken by the Board in connectionwith any matter referred to or contemplated in any of theRESOLVED LASTLY THAT the Board be and is herebyauthorized to delegate all or any of its powers hereinat least one independent Director along with the authority to Company, in order to give effect to the aforesaid Resolutions. Resolution:“RESOLVED THAT pursuant to the provisions of section Company be and is hereby authorized to borrow money from ` borrowed and the monies to be borrowed by the Companyreserves, that is to say the reserves not set apart for any Resolution.“RESOLVED THAT the consent of the Company be and ishereby accorded to the Board of Directors of the Company inprovisions, if any, of the Companies Act, 1956 for mortgagingand / or charging all the movable and immovable assets andproperties of the Company wheresoever situate, both presentand future whether tangible or not and of every nature andor any of the immovable assets / properties of the Companyfor the purpose of securing any loans, advances, creditfacilities, debt instruments, etc. taken and / or issued by theCompany from time to time”.“RESOLVED FURTHER THAT the Board of Directors of theCompany be and is hereby further authorized to take suchnecessary action for giving effect to the above Resolution”.Dalia Industrial Estate, Mumbai 400 053.Dated: 12 th August 20<strong>11</strong>Notes:1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLEDTO APPOINT A PROXY AND ON A POLL TO VOTE INSTEADOF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. before the commencement of the Meeting. Companies Act, 1956, relating to the Special Business to be4. Transfer Books of the Company shall remain closed fromSaturday the 17 th day of September 20<strong>11</strong> to Monday 26 th day least seven days before the date of the Meeting.6. The Members are requested to bring their copy of <strong>Annual</strong><strong>Report</strong> with them. immediately.8. The dividend for the year ended 31 st March 20<strong>11</strong> asrecommended by the Board, if sanctioned at the Meeting, willbe paid on or before 23 rd whose names appear in the Company’s Register of Membersas at the close of business hours of 16 th September 20<strong>11</strong>.<strong>10</strong>7
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