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                                                                    EXHIBIT 3.04

                     CERTIFICATE OF DETERMINATION OF RIGHTS,
                           PRIVILEGES AND PREFERENCES
                     SERIES B PREFERRED STOCK, NO PAR VALUE
                   OF CARACO PHARMACEUTICAL LABORATORIES LTD.

         The Chairman and Secretary of the Independent Committee of the Board of
Directors (the "Independent Committee") hereby certify that:

         They are the duly elected Chairman and Secretary, respectively, of the
Independent Committee of CARACO PHARMACEUTICAL LABORATORIES LTD., a Michigan
corporation (the "Corporation").

         Pursuant to authority given by the Corporation's Amended and Restated
Articles of Incorporation, the Independent Committee of the Board of Directors
of the Corporation at a meeting of the Independent Committee at which a quorum
was present, held on November 21, 2002, has adopted the following resolutions:

         Whereas, pursuant to that certain Agreement ("Agreement") dated
November 21, 2002, between the Corporation and Sun Pharma Global, Inc., ("Sun
Global") Corporation is required to issue convertible preferred stock to Sun
Global and/or its affiliates as provided in such Agreement.

         Whereas, the Amended and Restated Articles of Incorporation of the
Corporation currently authorizes one class of shares designated preferred
shares, comprising 5,000,000 shares issuable from time to time (the "Preferred
Stock"), and one class of shares designated common shares, comprising 30,000,000
shares issuable from time to time (the "Common Stock"); and

         Whereas, the Board of Directors and/or a committee of the Board of
Directors of the Corporation is authorized to issue shares of Preferred Stock in
series and to fix or alter the rights, preferences, privileges, and restrictions
granted to or imposed upon each series of Preferred Stock; and

         Whereas, the Corporation has authorized pursuant to a Certificate of
Determination, the issuance of Series A Preferred Stock ("Series A Preferred")
consisting of 285,714 designated shares, but none of such Series A Preferred are
currently outstanding;

         Whereas, in the judgment of the Board of Directors of the Corporation,
it is advisable and in the best interests of the Corporation that the officers
of the Corporation be authorized to issue and deliver a new series of Preferred
Stock;

         RESOLVED, that pursuant to the Corporation's obligations under the
Agreement and pursuant to the authority expressly granted to and vested in the
Corporation's Board of Directors by the Corporation's Amended and Restated
Articles of Incorporation, the Independent Committee hereby creates a series of
Preferred Stock of the Corporation, no par value, to be designated the "Series B
Convertible Preferred Stock" (hereinafter referred to as the "Series B
Preferred") and to consist of 13,600,000 shares, and hereby fixes the voting
powers, designations, preferences and relative, participating, optional or other
rights, and the qualifications, limitations or restrictions thereof, of the
Series B Preferred, as follows:

DIVIDEND RIGHTS.

         No dividends shall accrue or be payable to the holders of the Series B
Preferred.

VOTING RIGHTS.

         Except as otherwise required by law or provided herein, holders of
Series B Preferred shall have no voting rights.


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LIQUIDATION PREFERENCE.

         In the event of the liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary (the "Event"), the holders of
shares of Series B Preferred will be entitled by reason of their ownership
thereof, to receive out of the assets of the Corporation pro rata, but prior to
and in preference to any distribution of the assets or surplus funds of the
Corporation to the holders of the Common Stock an amount per share equal to the
value attributed by the Corporation to the Series B Preferred Shares on the
respective dates on which they were earned and will not be entitled to receive
any portion of the remaining assets of the Corporation. If upon the occurrence
of such event the assets and funds thus distributed among the holders of the
Series B Preferred are insufficient to permit the payment to such holders of the
whole preferential amount, then the entire assets and funds of the Corporation
legally available for distribution to the holders of the capital stock of the
corporation will be distributed ratably among the holders of the Series B
Preferred and the holders of Common Stock shall receive nothing. After payment
has been made to the holders of the Series B Preferred of the full amounts to
which they are entitled as aforesaid, any remaining assets will be distributed
ratably to the holders of other series of Preferred Stock (if any) and of Common
Stock. The holders of the Series B Preferred shall not be entitled to
participate in dividends or distributions upon liquidation or dissolution of the
Corporation, other than their priority liquidation distribution as provided
herein.

CONVERSION.

         The holders of the Series B Preferred shall be entitled to convert
their shares to shares of Common Stock as follows:

         Right to Convert. Each share of Series B Preferred may, at the option
of the holder of record, be converted after 3 years from its date of issuance,
into one share of Common Stock, subject to adjustment as set forth below. In the
event of a Change in Control (as defined in Section 8 below), however, each
share of Series B Preferred may, at the option of the holder of record, be
converted into one share of Common Stock.

         Fractional Shares Upon Conversion. No fractional shares of Common Stock
will be issued upon conversion of Series B Preferred and any fractional shares
which otherwise result from conversion by a holder of all his shares of Series B
Preferred then being converted (taken together as a group) will be redeemed by
payment in cash of an amount equal to such fraction by the then effective market
price per share of Common Stock as promptly as funds legally are available
therefor.

         Adjustment for Combination or Consolidations of Common Stock. In the
event the Corporation at any time or from time to time after November 21, 2002,
effects a subdivision or combination of its outstanding Common Stock into a
greater or lesser number of shares, then the existing conversion ratio for the
Series B Preferred will be increased or decreased proportionately.

         Adjustment for Dividends, Distributions and Common Stock Equivalents.
In the event the Corporation at any time or from time to time after November 21,
2002, makes or issues a dividend payable in Common Stock to holders of record of
its Common Stock, or fixes a record date for the determination of holders of
Common Stock entitled to receive a dividend or other distribution payable in
additional shares of Common Stock or other securities or rights ("Common Stock
Equivalents"), convertible into or entitling the holder thereof to receive
additional shares of Common Stock without payment of any consideration by such
holder for Common Stock Equivalents or the additional shares of Common Stock,
then and in such event, for the purpose of protecting the holders of Series B
Preferred from any dilution in connection therewith, the maximum number of
shares (as set forth in the instrument relating thereto without regard to any
provisions contained therein for a subsequent adjustment of such number) of
Common Stock issuable in payment of such dividends or distribution or upon
conversion or exercise of such Common Stock Equivalents will be deemed to be
issued and outstanding as of the time of such issuance or, in the event such a
record date has been fixed, as of the close of business on such a record date.
In each such event the then existing conversion ratio for the Series B Preferred
will be increased as of the time of such issuance or, in the event such a record
date has


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been fixed, as of the close of business on such record date, by multiplying the
conversion ratio of 1.0 for the Series B Preferred by a fraction, the numerator
of which will be the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution or upon conversion or exercise of
such Common Stock Equivalents, and the denominator of which will be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date; provided,
however, if such record date has been fixed and such dividend is not fully paid
or if such distribution is not made on the date fixed therefor, the conversion
ratio for the Series B Preferred will be recomputed accordingly as of the close
of business on such record date and thereafter the conversion ratio for the
Series B Preferred will be adjusted pursuant to this paragraph 4(d) as of the
date of actual payment of such dividends or distributions.

         Recapitalization, Reorganization, Merger, Consolidation, or Disposition
of Assets. In the event the Corporation shall recapitalize, reorganize, or merge
(other than a merger in which the Corporation is the surviving corporation) with
or consolidate into another person, or shall sell, transfer, or otherwise
dispose of all or substantially all of its property, assets, or business to
another person, and, pursuant to the terms of such recapitalization,
reorganization, merger, consolidation or disposition of assets, shares of common
stock or other securities, property, or assets of the successor or acquiring
corporation or an affiliate thereof or cash are to be received by or distributed
to the holders of Common Stock of the Corporation (an "Organic Change"), then
each holder of the Series B Preferred shall have the right to receive, in lieu
of or in addition to (as the case may be) the shares of Common Stock immediately
theretofor acquirable and receivable upon the conversion of such holder's Series
B Preferred, such shares of stock, securities, or assets as such holder would
have received in connection with such Organic Change if such holder had
converted its Series B Preferred immediately prior to such Organic Change. The
Corporation shall not effect any such consolidation, merger or sale, unless
prior to the consummation thereof, the successor entity (if other than the
Corporation) resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument the obligation to deliver to each
holder of Series B Preferred outstanding, such shares of stock, securities, or
assets as, in accordance with the foregoing provisions, such holders may be
entitled to acquire. The foregoing provisions of this Section 4(e) shall
similarly apply to successive mergers, consolidations, or dispositions of
assets.

         If a purchase, tender or exchange offer is made to and accepted by the
holders of more than fifty (50%) percent of the outstanding shares of Common
Stock, the Corporation shall not effect any consolidation, merger or sale with
the person having made such offer or with any affiliate of such person, unless
prior to the consummation thereof, each holder of the Series B Preferred shall
have been given a reasonable opportunity to then elect to receive, either the
stock, securities, cash, or assets then issuable with respect to the Common
Stock or the stock, securities, cash, or assets, or the equivalent, issued to
previous holders of Common Stock in accordance with such offer, as such holder
would have received if such holder had converted its Series B Preferred
immediately prior thereto. Notwithstanding anything else to the contrary, in the
event of an Organic Change or a change described herein, the holders of the
Series B Preferred may immediately convert their Series B Preferred to Common
Stock.

         Other Action Affecting Common Stock. If a state of facts shall occur,
which, without being specifically controlled by the provisions of the foregoing
Sections 4(a)-(e), inclusive, which would not fairly protect the conversion
rights of the Series B Preferred in accordance with the essential intent and
principals of such provisions, then the Board of Directors of the Corporation
shall in good faith make an adjustment in the application of such provisions, in
accordance with such essential intent and principals, so as to protect such
conversion rates.

         Mechanics of Conversion. Before any holder of Series B Preferred will
be entitled to convert the same into shares of Common Stock, it will surrender
the certificate or certificates therefor, duly endorsed with signatures
medallion guaranteed (if requested by the Corporation or its transfer agent), at
the office of the Corporation or of any transfer agent for the Series B
Preferred, and will give written notice to the Corporation


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stating the name or names in which it wishes the certificate or certificates for
shares of Common Stock to be issued. The Corporation, as soon as practicable
thereafter, will issue and deliver at such office to such holder or to its
nominee or nominees, a certificate or certificates for the number of shares of
Common Stock to which it will be entitled as aforesaid, together with any cash
to which such holder shall be entitled in respect of fractions shares. Such
conversion will be deemed to have been made immediately prior to the close of
business on the date of delivery of said notice to the Corporation or its
transfer agent, and the person or persons entitled to receive the shares of
Common Stock issuable upon conversion will be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.

         No Impairment. The Corporation, whether by amendment of its Amended and
Restated Articles of Incorporation, or through any reorganization, transfer of
assets, merger, dissolution, issue or sale of securities or any other voluntary
action, will not avoid or seek to avoid the observance or performance of any of
the terms to be observed hereunder by the Corporation, but at all times in good
faith will assist in the carrying out of all of such action as may be necessary
or appropriate in order to protect the conversion rights of the holders of the
Series B Preferred against impairment.

         Reservation of Stock Issuable Upon Conversion. The Corporation shall
attempt to keep available out of its authorized but unissued shares of Common
Stock solely for the purposes of effecting the conversion of the shares of the
Series B Preferred such number of its shares of Common Stock as from time to
time will be sufficient to effect the conversion of all the then outstanding
shares of the Series B Preferred, but if at any time the number of authorized
but unissued shares of Common Stock is not sufficient to effect the conversion
of all the then outstanding shares of the Series B Preferred, the Corporation
will take such actions as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as will be sufficient
for such purposes.

REDEMPTION.

         The Series B Preferred shall not be subject to redemption by the
Corporation.

NO ASSIGNMENT.

         The Series B Preferred may not be assigned or transferred except to
affiliates of the holders.

COVENANTS.

         In addition to any other rights by law, so long as any Series B
Preferred is outstanding, the Corporation, without first obtaining the
affirmative vote or written consent of the holders of not less than a majority
of such outstanding shares of Series B Preferred, will not:

         Amend or repeal any provision of, or add any provision to, the
Corporation's Amended and Restated Articles of Incorporation or By-laws or this
Certificate of Determination of Rights, Privileges and Preferences if such
action would adversely alter or change the preferences, rights, privileges or
power of, or the restrictions provided for the benefit of, any Series B
Preferred, (except for an increase or decrease in the number of shares of Series
B Preferred authorized hereby);

         Authorize or issue shares of any class or series of stock (other than
the Series B Preferred expressly authorized herein) having any preference or
priority as to dividends, assets, or other right superior to any such preference
or priority of the Series B Preferred, or authorize or issue shares of stock of
any class, convertible into or exchangeable for, or having option rights to
purchase, any shares of stock of the Corporation having any preference or
priority as to dividends, assets, or other rights, superior to any such
preference or priority of the Series B Preferred; or

         Reclassify any class or series of any Common Stock or any other shares
of stock hereafter created junior to the Series B Preferred into shares having
any preference or priority as to dividends, liquidation or other right superior
to any such preference or priority of the Series B Preferred.


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DEFINITIONS.

         Acquiring Person. "Acquiring Person" means any Person or Group or
Affiliate, other than the Corporation and/or its affiliates, any employee
benefit plan of the Corporation and/or its affiliates or any trustee or other
fiduciary holding securities under an employee benefit plan of the Corporation
and/or its affiliates.

         Affiliate. "Affiliate" shall mean with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under common
control with, such Person. For purposes hereunder, "control" shall have the
meaning given such term under Rule 405 of the Securities Act of 1933.

         Change in Control. "Change in Control" means the event that is deemed
to have occurred if:

         Subsequent to the date of the Agreement, any Acquiring Person is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing a
majority of the combined voting power of the then outstanding Voting Securities
of the Corporation; or

         The stockholders of the Corporation approve a merger or consolidation
of the Corporation with any other corporation or entity (or, of no such approval
is required, the consummation of such a merger or consolidation of the
Corporation), other than a merger or consolidation that would result in the
Voting Securities of the Corporation outstanding immediately before the
consummation thereof continuing to represent (either by remaining outstanding or
by being converted into Voting Securities of the surviving entity or of a parent
of the surviving entity) a majority of the combined voting power of the Voting
Securities of the surviving entity (or its parent) outstanding immediately after
that merger or consolidation; or

         The stockholders of the Corporation approve an agreement for the sale
by the Corporation of all or substantially all of the Corporation's assets (or,
if no such approval is required, the consummation of such a sale in one
transaction or series of related transactions) other than a sale of all or
substantially all the Corporation's assets in one transaction or a series of
related transactions to a corporation owned directly or indirectly by the
stockholders of the Corporation in substantially the same proportion as their
ownership of stock of the Corporation.

         Group. "Group" shall mean two or more Persons acting together as a
partnership, limited partnership, syndicate or other group for the purpose of
acquiring, holding or disposing of securities of the Corporation.

         Person. "Person" shall mean an individual, partnership, corporation,
business trust, limited liability company, joint stock company, trust,
unincorporated association, joint venture, governmental authority or other
entity of whatever nature.

         Voting Securities. "Voting Securities" means any securities that are
entitled to vote generally in the election of directors.

         RESOLVED, FURTHER, that the Chairman of the Independent Committee and
the Secretary of the Independent Committee hereby are authorized and directed to
prepare, execute, verify, file and record a Certificate of Determination of
Rights, Privileges and Preferences in accordance with the foregoing resolutions
and the provisions of Michigan law.

         RESOLVED, FURTHER, that the Chief Executive Officer of this Corporation
be, and he is hereby authorized and empowered, for and on behalf of and in the
name of this Corporation, to issue and deliver to Sun Global and/or its nominees
certificates evidencing the Series B Preferred in those amounts and at those
times as set forth in the Agreement currently and as it may be amended.


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         RESOLVED, FURTHER, that the President, is hereby authorized and
empowered, for and on behalf of and in the name of this Corporation, to do and
perform such other acts and things, and to make, execute, and deliver all those
other instruments and documents as he may deem necessary, advisable or
appropriate to comply with, or to evidence compliance with, the terms,
conditions, or provisions of the Series B Preferred and all acts and things,
whether heretofor or hereafter done or performed by the Chief Executive Officer
of the Corporation in conformity with the intents and purposes of these
Resolutions shall be, and the same are, hereby, in all respects, ratified,
confirmed, and approved.

         RESOLVED, FURTHER, that the Secretary or any Assistant Secretary of the
Corporation shall deliver certified copies of these Resolutions, as applicable,
to the appropriate offices in the State of Michigan as required under the
Michigan Business Corporation Act and to each holder of Series B Preferred
requesting such a certified copy.

Dated:  November  21, 2002

                                               /s/ Jay F. Joliat
                                               ------------------------------
                                               Jay F. Joliat, Chairman of the
                                               Independent Committee


                                               /s/ David A. Hagelstein
                                               ------------------------------
                                               David A. Hagelstein, Secretary
                                               of the Independent Committee


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