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| Exchange Disseminated Time | Wanbury Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot the following Special Resolution:
1. To offer, issue and allot Equity Shares upto an aggregate amount of Rs. 15 Crore (Rupees Fifteen Crore Only) in one or more tranches to Expert Chemicals (I) Pvt. Ltd.. a Promoter Group Company, on preferential allotment basis at a price of Rs. 37.50 (Rupees Thirty Seven and Paisa Fifty only) {Face Value Rs. 10/- and Premium Rs. 27.50/.} per equity share, the price which is in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time.
2. Pursuant to the provisions of Section 18 of the SICK Industrial Companies (Special Provisions) Act, 1985 and other applicable provisions, if any and subject to the sanction of the Hon'ble Board for Industrial and Financial Reconstruction (the BIFR) or such other authority, as the case may be, the Rehabilitation cum Merger Scheme of the Pharmaceutical Products of India-Limited with Wanbury Limited be approved, in terms of the draft Rehabilitation cum Merger Scheme (the Scheme).
3. In terms of the Rehabilitation cum Merger Scheme of the Pharmaceutical Products of India Limited with Wanbury Limited (the Scheme) and pursuant to the provisions of Section 81 (1A) and other applicable provisions, if any, of the Companies Act. 1956 or any statutory modification(s) or re-enactment, thereof for the time being in force and enabling provisions of the Memorandum and Articles of Association of the Company and the rules, regulations, guidelines, notifications, circulars and clarifications issued thereon from time to time by the Government of India, the Reserve Bank of India, the Security and Exchange Board of India and/or prescribed by the Listing Agreement entered into by the Company with the Stock Exchange on which the Company’s Shares are listed, or any other relevant authority from time to time, to the extent applicable and subject to such approvals, permissions, consents and sanctions and subject also to such terms, conditions and modifications as may be prescribed or imposed while granting such approvals, permissions. cons and sanctions, agreed by the Board of Directors of the Company (hereinafter referred to as the “Board” which terms shall be deemed to include the day to day affairs committee of the Board or any Committee which the Board of Directors may hereafter constitute, to exercise one or more of its powers, including the powers conferred by this resolution), the consent, authority and approval of the Company be accorded to the Board to issue and allot :
(i) Shares of the Company to the Equity Shareholders of The Pharmaceutical Products of India Limited (PPIL).
(ii) Equity Shares of the Company to the Secured Creditors of PPIL of Rs. 97 Lacs.
(iii) 58,200 Zero Coupon Optionally Fully Convertible Debentures ("OFCDs") having face value of Rs. 1000/- each to the Secured Creditors of PPIL.
Duly completed postal ballot forms should reach the Scrutinizer on or before March 13, 2012. The result of the Postal ballot shall be announced on March 16, 2012 at 3:00 PM., at the Registered Office of the Company at BSEL Tech Park, B Wing, 10th Floor, Sector 30 A, Opp. Vashi Railway Station, Vashi Navi Mumbai - 400 705. (For more details kindly refer Corporate Announcements on www.bseindia.com). |
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