STRIDES PHARMA SCIENCE LIMITED November 20, 201 5
The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex,
Bandra (E), Mumbai - 400 051
The BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
Scrip code: STAR Scrip code: 532531
An Extraordinary General Meeting of the Shareholders of Strides Shasun Limited will be held on Saturday, December 12 , 201 5 at 10.30 a.m at The Chancery Pavilion, 135, Residency Road, Bangalore -- 560 025 to transact the following Special Business:
Enclosed are the three copies of EGM Notices.
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Strides Shasun
STRIDES SHASU N LIMITED
(Formerl y known as Strides Acrol ab Li mited) CIN : L2423 OMH 1 990PLC057062
Registered Office: 20 I , 'Devavrala' Sector- I 7, Vashi , Navi Mum bai - 400703.
Tel No.: +91 22 2789 2924 ; Fax No.: +91 22 2789 2942
Corporate Office: 'Strides House', Bilekahall i, Bannerghatta Road, Bangalore - 560076.
Tel No.: +91 80 6784 0000/ 6784 0290 ; Fax No.: +91 80 6784 0200
Website : www.stridesarco.com ; Email: invcstors@stridesarco.com
NOTICE OF THE EXTRAORDINARY GENERAL MEETI NG
NOTICE is hereby given that an Extraordi nary General Meeting (EGi,1) of the Mem bers of Strides Shasun Li mited ( the 'Com pany ') will be held on Saturday, December 12, 2015 at I0.30 a.m. at The Chancery Pavi l ion, 135, Residency Road, Bangalore - 560 025 to transact the fol lowi ng Special Busi ness:
l. To consider and if thought fit, to pass with orwithout mod ifications, the following as a Special Resol ution:
RESOLVED THAT pursuant to the provisions of Section 62 and other applicable provisions of the Companies Act, 2013 ('the Act'), and the ru les made thereunder (including any statutory modification or re-enactment thcreol) and the Companies Act, 1956, the Foreign Exchange Management Act, 1999, as amended ('FEMA ') including the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside I ndia) Regulations , 2000, and the rules framed there under, The Securities Contracts (Regulation) Act, 1956, The Securities and Exchange Board of India Act, 1992 and the rules framed there under incl ud i ng Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, ('ICDR Regulations') (including any statutory amendments, modifications or re-enactments thereof), Listing Agreements as entered into by the Company with the Stock Exchanges where the shares of the Company is listed, enabli ng provisions in the Memorandum and Articles of Association of the Com pany and the Issue of Foreign Currency Converti ble Bonds and Ordinary Shares (Through Depository Recei pt Mechanism) Scheme, 1993 , as amended ('FCCB Scheme'), Rules, Regulations, Gu idelines, Notifications and Circulars, if any, prescribed by the Government of I ndia , Reserve Bank of India ('RBI'), Securities and Exchange Board of India ('SEBJ'), Ministry of Finance (Department of Economic Affairs), the Ministry of Commerce & I nd ustry (Foreign Investment Promotion Board Secretariat for Ind ustrial Assistance) ('FIPB') or any other competent authority, whether i n I ndia or abroad, from time to time, to the extent appl icable and subject lo the approvals, consents, permissions and
sanctions as might be required and subject to such conditions as might be prescri bed ,vhile granti ng such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Di rectors of the Company (hereinaJler referred to as the 'Board', which term shal l be deemed to i nclude any Commi ttee(s) constituted/ to be constituted by the Board to exercise its powers i ncluding the powers conferred by this Resolution), the Board be and is hereby authorized on behalf of the Com pany, to create, offer, issue and allot i n I ndia or i n the course of international offerings, in one or more foreign markets, i n one or more tranches, to i nvestors whether I ndian or Foreign, i ncl uding Foreign I nstitutions, Indian and/or Multilateral Financial Institutions, Non Resident Indians, Corporate Bodies. Mutual Funds, Banks, Insurance Companies, Pensions Funds, Foreign I nstitutional Investors , Foreign Portfolio I nvestors , Individuals or otherwise, whether mem bers of the Company or not, by way of a public issue, qual ified institutional placement to qualified insti tutional buyers ('QIBs') i n terms of Chapter VIII of SEBI ICDR Regulations ('QI P''), or any other mode/method or means as may be prescri bed by the concerned authorities from time to ti me, or a combi nation thereoC Equity Shares of face val ue Rs. 10/- each of the Company ('Equi ty Share') and/ or Foreign Currency Converti bl e Bonds ('FCCB') and/or Global Depository Recei pts ('GDRs') and I or American Depository Receipts ('ADRs'') and I or Bonds with share warrants attached and/ or Preference Shares converti ble into Equity Shares, and/or any other financial instruments or securities convertible into Equity Shares or with I without detachable warrants with a right exercisable by the warrant holders to convert or subscri be to the Equ ity Shares or otherwise, in registered form, whether rupee denominated or denominated in foreign currency (hereinafter collectively referred to as 'Securities') or any combi nation of Securities, through one or more tranches, through one or more prospectus , placement documents and/ or letter of offer or circular and/ or on private placement basis, at such ti me or times, at such price or prices, and on such terms and conditions as the Board may determine in its absol ute discretion thinks fit in accordance with all appl icable laws, rules
For Strides Shasun Limited
Mcu,yt:Jo _t ,
Asst Comany Secretary
and reguiations for the ti me being i n force in this regard , so that the totai amount raised through issue or the Securi ties shal l not exceed Rs. 1,500 Crores (Rupees One Thousand Five H undred Crores), includ ing premi um and green shoe option, where necessary in consultation with the Lead Managers, Underwriters, Merchant Bankers, Guarantors, Fi nanci al and/or Legal Advisors, Rating Agencies I Advisors, Depositories, Custodians, Princi pal Paying/ Transfer/ Conversion agents, Listing agents, Registrars, Trustees, Printers, Auditors, Stabilizing agents and al l other Agencies/ Advisors.
RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized to determine the form, terms and timing of the issue(s), incl uding the class of investors to whom the Securities are to be allotted, number of Securities to be al lotted in each tranche, issue price, face val ue, premi um amount i n issue/ conversion/ exercise/ redemption, rate of i nterest , redemption period , l istings on one or more stock exchanges i n I ndia or abroad as the Board may in its absolute discretion deems fit and to make and accept any modifications in the proposals as may be requi red by the aut horities involved in such issue(s) in I ndia and I or abroad , to do all acts. deeds, matters and things and to settle any questions or difficulties that may arise in regard to the issue(s).
RESOLVED FURTHER THAT in case of a qualified institutional placement pursuant to Chapter Vlll of the ICDR Regulations, the allotment of Securities {or any combination of the Securities as decided by the Board) shall only be to Q!Bs within the meani ng of Chapter VIII of the ICDR Regulations, such Securities shall be fully paid up and the al lotment of such Securities shall be completed with i n 12 months from the date of this resol ution or such other ti me as may be al lowed under the ICDR Regul ations from time to ti me, at such price being not less than the price determi ned in accordance with the pricing formula provided under Chapter Vlll of the ICDR Regulations as may be amended from time to time and the Company may, in accordance with appl icable law, also offer a discount of not more than 5% or such percentage as permitted under appl icable law on the price calculated in accordance with the pricing iormula provided under the ICDR Regulations, as may be amended from ti me to time and the Securities so issued shall not be el igi ble to be sold for a period of 12 months from the date of allotment, except on a recognized stock exchange.
RESOLVED FU RTHER THAT in the event that Equity Shares are issued to QIBs under Chapter VIII of the ICDR Regulations, the relevant date fix the purpose of pricing of the Equity Shares shall be the date of the meeti ng i n which the Board decides to open the proposed issue and i n t he event that convertible securities and/or warrants which are converti ble i nto Eq uity Shares of the Company are issued to QIBs under Chapter VIII of the ICDR Regulations , the relevant date for the purpose of pricing of such Securities, shal l be the date of the meeting in which the Board decides to open the issue of such converti ble securi ties and/or warrants.
RESOLVED FU RTHER THAT the Eq uity Shares so issued by the Company pursuant to the QIP shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu wi th the existing equity shares of the Company.
RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as FCCBs, ADRs or GDRs, pursuant to the provisions of the FCCB Scheme and other appl icable pricing provisions issued by the Mi nistry of Finance, the relevant date for the purpose of pricing t he Eq uity Shares to be issued pursuant to such issue shall be the date of the meeti ng i n which the Board or duly authorized commi ttee of directors decides to open such issue after the date of this resol ution.
RESOLVED FURTHER THAT without prejudice to the general ity of the above, the aforesaid Securities may have such features and attributes or any terms or combination of terms in accordance with international practices to provide for the tradabil ity and free transferability thereof as per the prevail ing practices and regul ations i n the capital markets including but not l i mited to the terms and conditions in relation to payment of dividend, issue of additional Equity Shares, variation of the conversion price of the Securities or period of conversion of Securities into Equity Shares during the duration of the Securities and the Board be and is hereby authorized in its absol ute discretion in such manner as it may deem fit, to dispose off such of the Securities that are not subscri bed .
RESOLVED FU RTH ER THAT the Equity Shares i ncl udi ng issue and al lotment of Equ ity Shares u pon conversion of any depository recei pts or other Securities referred to above so issued shall rank pari passu with the existing Equity Shares of the Company i n all respects.
RESOLVED FURTHER THAT the Equity Shares shall be l isted on the stock exchanges, where the existi ng equity shares of the Company are l isted.
RESOLVED FURTHER THAT for th e purpose of givi ng effect to any offer, issue or al lotment of Securi ties, the Board be and is here by authorized on behal f of the Company to do all such acts, deeds, matters and things as it may, in the absolute discretion, deem necessary or desirable for such purpose, includi ng without l i mi t ation , the determi nation of the terms thereof: for enteri ng i nto arrangements for man aging, underwriti ng, marketi ng, l i sting and tradi ng, to issue placement documents and lo sign all deeds, documents and writi ngs and to pay any fees, commissions , rem uneration , expenses relating thereto and with power on behalf of the Compa ny to settle all questions, d ifficulties or dou bts that may arise in regard to such offcr(s) or issue(s) or allotment(s) as it may, i n its absolute discretion , deem fit.
RESOLVED FURTHER THAT the Board be and is hereby authori zed to appoi nt Lead Manager(s) and such other parties in ol'Jerings of Securities and such other agencies, if necessary and to remunerate them by way of commission , brokerage , fees or the l ike and also to enter i nto and execute all such arrangements, agreements, memoranda, documents, etc. with Lead Manager(s) and other agencies and to seek the l isti ng of such Securities.
RESOLVED FURTHER THAT the Board be and is hereby authorized to create necessary charge on such of the assets and properties (whether present or future) of the Company in respect or Securi ties and to approve, accept, final i ze and execute faci l ities, sanctions, undertakings , agreements, promissory notes, credit limits and any of the documents and papers in connection with the issue of Securities, if any required.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herei n conferred to a Committee of Directors or any director or any officer of the company in such manner as it may deem tit includ i ng to settle al l questions, di niculties, or doubts, that may arise in regard to the issue, offer and al lotment of the Securities and utilization of the issue proceed s as it may i n i ts absolute discretion deem fit without being required to seek any further consent or approval of the members or otherwise to the end and i ntent that the members shal l be deemed to have given their approval thereto expressl y by way of this resol ution.
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