PIRAMAL ENTERPRISES LTD
Proposal 1
"RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013, AND ANY OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF, FOR THE TIME BEING IN FORCE), THE RULES, CIRCULARS AND NOTIFICATIONS MADE THEREUNDER AS MAY BE APPLICABLE, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (AS AMENDED FROM TIME TO TIME), MASTER CIRCULAR NO. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 DATED NOVEMBER 23, 2021 ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI") AND AS AMENDED FROM TIME TO TIME, READ WITH THE OBSERVATION LETTERS DATED APRIL 20, 2022 ISSUED BY BSE LIMITED AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED AND RELEVANT PROVISIONS OF OTHER APPLICABLE LAWS, THE PROVISIONS OF THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY, AND SUBJECT TO THE APPROVAL OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH ("NCLT") AND / OR THE NATIONAL COMPANY LAW APPELLATE TRIBUNAL OR SUCH OTHER FORUM OR AUTHORITY AS MAY BE VESTED WITH THE APPELLATE JURISDICTION IN RELATION TO APPROVAL OF THE SCHEME AND SUCH OTHER APPROVALS, PERMISSIONS AND SANCTIONS OF REGULATORY AND OTHER AUTHORITIES, AS MAY BE NECESSARY AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE DEEMED APPROPRIATE, AT ANY TIME AND FOR ANY REASON WHATSOEVER, OR WHICH MAY OTHERWISE BE CONSIDERED NECESSARY, DESIRABLE OR AS MAY BE PRESCRIBED OR IMPOSED BY THE NCLT OR BY ANY REGULATORY OR OTHER AUTHORITIES, WHILE GRANTING SUCH APPROVALS, 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 MEAN AND INCLUDE ONE OR MORE COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY THE BOARD OR ANY PERSON(S) WHICH THE BOARD MAY NOMINATE TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION), THE PROPOSED COMPOSITE SCHEME OF ARRANGEMENT AMONGST THE COMPANY, PIRAMAL PHARMA LIMITED, CONVERGENCE CHEMICALS PRIVATE LIMITED, HEMMO PHARMACEUTICALS PRIVATE LIMITED, PHL FININVEST PRIVATE LIMITED, AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (THE "SCHEME"), AS PER THE DRAFT ENCLOSED TO THIS NOTICE, BE AND IS HEREBY APPROVED; RESOLVED FURTHER THAT FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION AND FOR REMOVAL OF ANY DIFFICULTIES OR DOUBTS, THE BOARD, BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS, AS IT MAY, IN ITS ABSOLUTE DISCRETION, DEEM DESIRABLE, NECESSARY, EXPEDIENT, USUAL OR PROPER, AND TO SETTLE ANY QUESTIONS OR DIFFICULTIES OR DOUBTS THAT MAY ARISE, INCLUDING PASSING OF SUCH ACCOUNTING ENTRIES AND /OR MAKING SUCH ADJUSTMENTS IN THE BOOKS OF ACCOUNTS, TRANSFER/VESTING OF SUCH ASSETS AND LIABILITIES AS CONSIDERED NECESSARY TO GIVE EFFECT TO THE ABOVE RESOLUTION, SETTLING OF ANY QUESTIONS OR DIFFICULTIES ARISING UNDER THE SCHEME OR IN REGARD TO AND OF THE MEANING OR INTERPRETATION OF THE SCHEME OR IMPLEMENTATION THEREOF OR IN ANY MATTER WHATSOEVER CONNECTED THEREWITH, OR TO REVIEW THE POSITION RELATING TO THE SATISFACTION OF VARIOUS CONDITIONS OF THE SCHEME AND IF NECESSARY, TO WAIVE ANY OF THOSE, AND TO MAKE MODIFICATIONS, AMENDMENTS, REVISIONS, EDITS AND ALL OTHER ACTIONS AS MAY BE REQUIRED TO FINALISE THE SCHEME AND DO ALL ACTS, DEEDS AND THINGS AS MAY BE NECESSARY, DESIRABLE OR EXPEDIENT FOR CARRYING THE SCHEME INTO EFFECT OR TO CARRY OUT SUCH MODIFICATIONS/DIRECTIONS AS MAY BE REQUIRED AND/OR IMPOSED AND/OR PERMITTED BY THE NCLT WHILE SANCTIONING THE SCHEME, OR BY ANY GOVERNMENTAL AUTHORITIES, TO DO AND PERFORM AND TO AUTHORIZE THE PERFORMANCE OF ALL SUCH ACTS AND DEEDS WHICH ARE NECESSARY OR ADVISABLE FOR THE IMPLEMENTATION OF THE SCHEME AND UPON THE SANCTION OF THE SCHEME BY, AMONGST OTHERS, THE NCLT AND/OR SEBI AND/OR ANY OTHER REGULATORY/GOVERNMENT AUTHORITIES, TO IMPLEMENT AND TO MAKE THE SCHEME EFFECTIVE, WITHOUT ANY FURTHER APPROVAL OF THE BOARD OR TO APPROVE WITHDRAWAL (AND WHERE APPLICABLE, RE-FILING) OF THE SCHEME AT ANY STAGE FOR ANY REASON INCLUDING IN CASE ANY CHANGES AND/OR MODIFICATIONS ARE SUGGESTED/ REQUIRED TO BE MADE IN THE SCHEME OR ANY CONDITION SUGGESTED, REQUIRED OR IMPOSED, WHETHER BY ANY SHAREHOLDER AND/OR CREDITOR OF THE COMPANY, THE SEBI, THE NCLT, AND/OR ANY OTHER AUTHORITY, ARE IN ITS VIEW NOT ACCEPTABLE TO THE COMPANY, AND/OR IF THE SCHEME CANNOT BE IMPLEMENTED OTHERWISE, AND TO DO ALL SUCH ACTS, DEEDS AND THINGS AS IT MAY DEEM NECESSARY AND DESIRABLE IN CONNECTION THEREWITH AND INCIDENTAL THERETO, TO APPROVE AND AUTHORIZE EXECUTION OF ANY AGREEMENTS, DEEDS, DOCUMENTS, DECLARATIONS, AFFIDAVITS, WRITINGS, ETC. (INCLUDING ANY ALTERATIONS OR MODIFICATIONS IN THE DOCUMENTS EXECUTED OR TO BE EXECUTED), WHETHER OR NOT UNDER THE COMMON SEAL OF THE COMPANY, AS MAY BE REQUIRED FROM TIME TO TIME IN CONNECTION WITH THE SCHEME
Caisse vote:
For
Applicable policy or principle:
PC_02