IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 118 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956) And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Lasor Pharmaceuticals Limited, an unlisted public limited company incorporated and registered under the provisions of the Companies Act, 1956, And In the matter of the Scheme of Amalgamation of Lasor Pharmaceuticals Limited (the Transferor Company) with Zuventus Healthcare Limited (the Transferee Company). Lasor Pharmaceuticals Limited, ) An unlisted public limited company incorporated and ) registered under the provisions of the ) Companies Act, 1956 and having its ) registered office at T-184, Emcure House, ) MIDC, Bhosari, Pune-411026 ) ..... Applicant Company. Called Summons for Direction Coram : S.C. Dharmadhikari, J. Date: 25th February, 2011 Alpana Ghone, i/b Indrajit Kulkarni, Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Ms. Alpana Ghone i/b Indrajit Kulkarni for the Applicant, AND UPON READING the Affidavit dated 2nd February, 2011 and Further Affidavit dated 11th February 2011 of Mr. Vishal V. Vyas, Authorised Signatory of the Applicant, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1) That the convening and holding the meeting of the Equity Shareholders of Lasor Pharmaceuticals Limited, the Applicant/ Transferor Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Lasor Pharmaceuticals Limited, the Applicant/ Transferor Company with Zuventus Healthcare Limited, the Transferee Company, and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant, which are annexed as Exhibits I-1 to I-7 to the Affidavit in support of the Summons for Direction. 2) That the convening and holding of the meeting of the Secured Creditors of Lasor Pharmaceuticals Limited, the Applicant / Transferor Company, for considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Lasor Pharmaceuticals Limited, the Applicant / Transferor Company and Zuventus Healthcare Limited, the Transferee Company, and their Secured Creditor, is dispensed with in view of the averments made in paragraph 2 of the Further Affidavit in Support of the Summons for Directions. The Applicant undertakes to issue individual notices of hearing of the Petition by Registered Post A.D. to its sole Secured Creditor and also publish the date of hearing of the Petition in Sakal Times, in English and Sakal, in Marathi both having circulation in Pune. The said undertaking is accepted. 3) That the convening and holding of the meeting of the Unsecured Creditors of Lasor Pharmaceuticals Limited, the Applicant / Transferor Company, for considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Lasor Pharmaceuticals Limited, the Applicant / Transferor Company and Zuventus Healthcare Limited, the Transferee Company, and their Unsecured Creditors, is dispensed with in view of the consents given by 66 out of 69 of the Unsecured Creditors of the Applicant, representing 99.62 % (in value) and 95.65% (in number) of the total Unsecured Creditors of the Applicant which are annexed as Exhibits L-1 to L-69 to the Affidavit in support of the Summons for Direction. The Applicant undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to its remaining Unsecured Creditors whose consents have not been obtained and also to those creditors whose consents are under office objections. The Applicant also undertakes to publish the same in Sakal Times, in English and Sakal, in Marathi, both having circulation in Pune. The said undertaking is accepted. (S.C. Dharmadhikari, J.)