Page 236 - Kolte Patil AR 2019-20

pension funds, trusts, stabilizing agents and/or otherwise and/ entitled to apply for the said shares, as the case may be and the
or a combination thereof, whether or not such investors are Board be and is hereby authorized to offer a discount of not
members, promoters, directors or their relatives / associates of more than five per cent on the price calculated for the Qualified
the Company, in the course of domestic and/or international institutional Placement.
offerings through public issue and / or private placement and RESOLVED FURTHER THAT the allotment of Securities issued
/or rights issue and / or preferential allotment and/or qualified pursuant to a QIP shall be completed within 12 (twelve) months
institutional placement (“QIP”) and/or any other permitted from the date of this resolution.
modes through prospectus and/or an offer document and/or RESOLVED FURTHER THAT the Board or any Committee
private placement offer letter and/or such other documents/ thereof be and is hereby authorised to determine issue price,
writings/ circulars / memoranda in such manner, by way of tenor, interest rate, number of debt instruments to be issued
cash at such time or times in such tranche or tranches and / offered in each tranche and the class of investors, listings
on such terms and conditions as may be determined and and other terms & conditions of the Debt Instruments, as may
deemed appropriate by the Board in its absolute discretion at be deemed necessary or expedient in the best interest of the
the time of such issue and determine and consider proper and Company, without requiring any further recourse to and/or
beneficial to the Company including as to when the said Equity approval of the Members, including but not limited to appoint
Shares, NCDs, Debt Instruments, GDRs or ADRs (together the Debenture Trustee(s), and other intermediaries if required.
“Securities”) are to be issued, the consideration for the issue,
the coupon rate(s) applicable, redemption period, utilisation RESOLVED FURTHER THAT the Company may enter into any
of the issue proceeds and all matters connected with or arrangement with any agencies or bodies as are authorized by
incidental thereto; allotment considering the prevailing market the Board for the issue of GDRs and / or ADRs represented by
conditions and other relevant factors in consultation with the underlying equity shares in the share capital of the Company
merchant banker(s) to be appointed by the Company, so as to with such features and attributes as are prevalent in international
enable the Company to list on any Stock Exchange in India and / domestic capital markets for instruments of this nature and
/ or Luxembourg and /or London and /or New York and /or to provide for the tradability and free transferability thereof in
Singapore and / or Hong Kong and / or any of the Overseas accordance with market practices as per the domestic and /
Stock Exchanges as may be permissible. or international practice and regulations, and under the norms
and practices prevalent in the domestic/ international capital
RESOLVED FURTHER THAT the Securities issued in foreign markets and subject to applicable laws and regulations and the
markets shall be deemed to have been made abroad and/or in Memorandum of Association and Articles of Association of the
the market and/or at the place of issue of the Securities in the Company.
international market and may be governed by the applicable
laws. RESOLVED FURTHER THAT for the purpose of giving effect to
the above resolutions, the consent of the members be and
RESOLVED FURTHER THAT in the event of issue of GDRs / ADRs, is hereby accorded to the Board to do all such acts, deeds,
the pricing shall be determined in compliance with principles matters and things including but not limited to finalization and
and provisions set out in the Issue of Foreign Currency approval of the offer documents(s), private placement offer
Convertible Bonds and Ordinary shares (through Depository letter, determining the form and manner of the issue, including
Receipt Mechanism) Scheme, 1993, as amended from time to the class of investors to whom the Securities are to be issued
time and other applicable provisions, as amended from time to and allotted, number of Securities to be allotted, issue price, face
time.
value, fixing the record date, execution of various transaction
RESOLVED FURTHER THAT in the event the Equity Shares are documents, as the Board may in its absolute discretion deem
issued in the course of QIP under Chapter VIII of SEBI (ICDR) fit and to settle all questions, difficulties or doubts that may
Regulations, as amended from time to time, the pricing shall arise in regard to the issue, offer or allotment of Securities and
be determined in compliance with principles and provisions utilization of the proceeds as it may in its absolute discretion
set out in Regulation 176 of Chapter VI of the SEBI (ICDR) deem fit.
Regulations, 2018, as amended from time to time. The Company RESOLVED FURTHER THAT the Securities to be created, issued
may offer a discount of not more than 5% (Five percent) on allotted and offered in terms of this Resolution shall be subject
the price calculated for the QIP or such other discount as may to the provisions of the Memorandum of Association and
be permitted under SEBI (ICDR) Regulations, as amended from Articles of Association of the Company.
time to time.
RESOLVED FURTHER THAT the Equity Shares shall be listed
RESOLVED FURTHER THAT the relevant date for the with the stock exchanges, where the existing Equity Shares of
determination of applicable price for the issue of the Securities the Company are listed and the same shall rank paripassu with
in case of a QIP shall be the date on which the Board decides to the existing equity shares of the Company.
open the proposed issue subsequent to receipt of the relevant
approval from the shareholders, or the date on which the RESOLVED FURTHER THAT in the event the Equity Shares are
holder of the applicable QIP Securities which are convertible issued in the course of rights issue, if the Equity Shares are not
into or exchangeable with equity shares at a later date becomes subscribed, the same may be disposed of by the Board in such

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