0001169232-06-003044.txt : 20060713 0001169232-06-003044.hdr.sgml : 20060713 20060713122424 ACCESSION NUMBER: 0001169232-06-003044 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060601 FILED AS OF DATE: 20060713 DATE AS OF CHANGE: 20060713 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARACO PHARMACEUTICAL LABORATORIES LTD CENTRAL INDEX KEY: 0000887708 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382505723 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 1150 ELIJAH MCCOY DR CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3138718400 MAIL ADDRESS: STREET 1: 1150 ELIJAH MCCOY DRIVE CITY: DETROIT STATE: MI ZIP: 48202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUN PHARMA GLOBAL INC CENTRAL INDEX KEY: 0001197088 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31773 FILM NUMBER: 06959961 BUSINESS ADDRESS: STREET 1: SPARC AKOTA ROAD CITY: VADODARA STATE: A1 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUN PHARMACEUTICAL INDUSTRIES LTD CENTRAL INDEX KEY: 0001197089 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31773 FILM NUMBER: 06959962 BUSINESS ADDRESS: STREET 1: SPARC AKOTA ROAD CITY: VADODARA STATE: K7 ZIP: 390020 BUSINESS PHONE: 01191228212128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHANGHVI DILIP S CENTRAL INDEX KEY: 0001249644 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31773 FILM NUMBER: 06959963 BUSINESS ADDRESS: STREET 1: 1150 ELIJAH MCCOY CITY: DETROIT STATE: MI ZIP: 48202 4/A 1 d06-68636_ex.xml X0202 4/A 2006-06-01 2006-06-14 0 0000887708 CARACO PHARMACEUTICAL LABORATORIES LTD CPD 0001197089 SUN PHARMACEUTICAL INDUSTRIES LTD SPARC, TANDALJA VADODARA, GUJARAT K7 390 020 INDIA 0 0 1 0 0001197088 SUN PHARMA GLOBAL INC AKARA BUILDING 24 DE CASTRO STREET,WILKHAMS CLAY 1 ROAD TOWN TARTOLA D8 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001249644 SHANGHVI DILIP S C/O SUN PHARMACEUTICAL INDUSTRIES LD. MAHAL INDUSTRIES ESTATE, MAHAKALI CAVES ANDHARI (EAST), MUMBIA K7 400 093 INDIA 1 1 1 0 (Chairman of the Board) Series B. Preferred Stock 0 2006-06-01 4 J 0 544000 A 2009-06-01 Common Stock 544000 11424000 I See Footnote The Series B preferred shares are convertible into common stock after three years (or immediately upon a change in control) on a one-to-one basis. Sun Pharma Global, Inc. ("Sun Global") earns 544,000 shares of Series B Preferred Stock for each technology transfer to Caraco of a generic drug by Sun Global when such drug passes its bioequivalency studies. In the event of the dissolution of Caraco, such shares have a preference equal to the value attributed to them on the dates on which they were earned. The value attributed as of June 1, 2006 was $8.05. The shares of Series B Preferred Stock remain outstanding until such time as they are converted into Common Stock. These shares are owned directly by Sun Global, Inc., which is a wholly-owned subsidiary of Sun Pharmaceutical Industries Limited ("Sun"). Dilip S. Shanghvi is the controlling shareholder of Sun. See Exhibit Index Exhibit 99.1 Power of Attorney Exhibit 99.2 Certified copy of Board resolution of Sun Pharmaceutical Industries, Ltd. Exhibit 99.3 Certified copy of Board resolution of Sun Pharma Global, Inc. This Form 4 has been amended only to add certified copies of Board resolutions of Sun and Sun Global relating to the power of attorney. /s/ Jayesh Shah as attorney-in-fact, for Dilip S. Shanghvi, Chairman and Managing Director of Sun 2006-07-11 /s/ Jayesh Shah as attorney-in-fact, for Dilip S. Shanghvi, Director of Sun Global 2006-07-11 /s/ Jayesh Shah as attorney-in-fact, for Dilip S. Shanghvi 2006-07-11 EX-99.1 2 d06-68636_ex991.htm POWER OF ATTORNEY

Exhbit 99.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Mr. Jayesh Shah signing singly, the undersigned’s true and lawful attorney in fact and agent, with full power of substitution, and re-substitution for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s respective capacities as officers, directors or shareholders of Caraco Pharmaceutical Laboratories, Ltd. (the “Company”), Forms 3, 4, 5 and ID and all other forms that may be required to be filed by the undersigned from time to time under Section 16(a), and Schedule 13D and all amendments thereto under Section 13, of the Securities Exchange Act of 1934 and the rules promulgated there under;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such forms, schedules and/or any amendments to such schedules and forms and timely file such schedules, forms or any amendments with the United states Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney in fact pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney in fact may approve in the attorney in fact’s discretion.

The undersigned hereby grants to the attorney in fact full power and authority to do and perform each and every act and thing requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do in person, with full power of substitution or revocation, hereby ratifying and confirming all that the said attorney in fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the undersigned, is not assuming nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and ID or any other forms under Section 16(a) or Schedule 13D and any amendments thereto of the Securities Exchange Act of 1934, or it is revoked by the undersigned in a signed writing delivered to the attorney in fact or will remain in full force and effect upto 31^st March 2009, whichever is earlier.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16^th day of March, 2006.

By: /s/ Dilip S. Shanghvi

Name: Dilip S. Shanghvi

Sun Pharmaceutical Industries Limited

By: /s/ Dilip S. Shanghvi

Name: Dilip S. Shanghvi

Its: The Chairman & Managing Director

Sun Pharma Global, Inc.

By: /s/ Dilip S. Shanghvi

Name: Dilip S. Shanghvi

Its: Director

EX-99.2 3 d06-68636_ex992.htm CERTIFIED COPY OF BOARD RESOLUTION

Exhbit 99.2

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE BOARD MEETING OF THE COMPANY HELD ON JUNE 6, 2006.

“RESOLVED THAT” the Power of Attorney granted in favor of Mr. Jayesh Shah on March 16, 2006 by Mr. Dilip S. Shanghvi on behalf of the Company in the capacity as a holding company and major shareholder of Caraco Pharmaceutical Laboratories Ltd., Detroit, USA, to do, execute and perform all or any of the acts, deeds, matters and things which may be necessary or desirable to complete and execute such forms, schedules or other writings under the Securities Exchange Act of 1934 as amended from time to time with the United States Securities and Exchange Commission and any stock exchange or similar authority and valid up to 31^st March 2009 or till the time it is withdrawn by the Company whichever is earlier, a copy of which has been placed before the Board duly initiated by the Chairman for the purpose of identification be and is hereby approved and ratified.”

“RESOLVED FURTHER THAT” all lawful acts, deeds, matters and things in this regard so far executed by Mr. Jayesh Shah on behalf of Mr. Dilip S. Shanghvi shall be deemed to have been done on behalf of the Company and the same be and is hereby ratified.”

“FURTHER RESOLVED THAT” Mr. Dilip S. Shanghvi, Mr. Sudhir V. Valia & Mr. Sailesh T. Desai, Directors of the Company, be and are hereby authorized severally to grant Power of Attorney in favor of an authorized person or third party to act on their behalf at their own discretion and as and when necessary in this regard.”

for SUN PHARMACEUTICAL INDUSTRIES LTD.,

/s/ Sudhir Valia DIRECTOR

EX-99.3 4 d06-68636_ex993.htm CERTIFIED COPY OF BOARD RESOLUTION

Exhibit 99.3

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE BOARD MEETING OF THE COMPANY HELD ON JUNE 9, 2006.

“RESOLVED THAT” the Power of Attorney granted in favor of Mr. Jayesh Shah on March 16, 2006 by Mr. Dilip S. Shanghvi on behalf of the Company in the capacity as one of the shareholders of Caraco Pharmaceutical Laboratories Ltd., Detroit, USA, to do, execute and perform all or any of the acts, deeds, matters and things which may be necessary or desirable to complete and execute such forms, schedules or other writings under the Securities Exchange Act of 1934 as amended from time to time with the United States Securities and Exchange Commission and any stock exchange or similar authority and valid up to 31^st March 2009 or till the time it is withdrawn by the Company whichever is earlier, a copy of which has been placed before the Board duly initiated by the Chairman for the purpose of identification be and is hereby approved and ratified.”

“FURTHER RESOLVED THAT” Mr. Dilip S. Shanghvi, Mr. Sudhir V. Valia, Mr. Sunil K. Gandhi, Mr. Surendra M. Joshi and Mr. Rajendra P. Ashar, Directors of the Company, be and are hereby authorized severally to grant Power of Attorney in favor of an authorized person or third party to act on their behalf at their own discretion and as and when necessary in this regard.”

	for SUN PHARMA GLOBAL, INC.,


	/s/ Sudhir Valia DIRECTOR