1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1047 OF 2009 In the matter of Section 80, 100, 391 & 392 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Serum Institute of India Limited and its shareholders Serum Institute of India Limited, a company ) Incorporated under the provisions of Companies ) Act, 1956, having its registered office at 212/2, Off ) Soli Poonawalla Road, Hadapsar, Pune 411028 ) ……………Applicant Called Summons for Direction CORAM : S. J. KATHAWALLA J DATE: 9th OCTOBER 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th day of October, 2009 of Mr. Saurabh L Prabhudesai, Authorized signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Arrangement between 2 Serum Institute of India Limited and its shareholders is dispensed with in view of consents given by eight out of nine shareholders holding 5,63,747 Equity Shares of Rs.100/- each fully paid-up comprising 95.00% of Total Issued, Subscribed and Paid-up Capital to the proposed Scheme of Arrangement which are annexed as Exhibits ‘F1 to F8’ to the affidavit in support of the Summons for Directions. However, Applicant Company undertakes to give individual notice to remaining one equity shareholder holding 5% shares by letter posted by RPAD of the date of hearing of petition. The said undertaking is accepted. 2. That the convening and holding of the meeting of the Sole Secured Creditor of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Arrangement between Serum Institute of India Limited and its shareholders is dispensed with in view of consent given by Sole Secured Creditor as per letter of consent annexed as Exhibit-G to the affidavit in support of Summons for Directions. 3. That convening and holding of meeting of Unsecured Creditor of the Applicant Company for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Arrangement between Serum Institute of India Limited and its shareholders is dispensed with in view of averments made in paragraph seventeen to the affidavit in support of Summons for Directions. 4. That in view of averments made in paragraphs twelve to fourteen of the affidavit in support of Summons for Directions, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is not applicable and the same is 3 dispensed with as the same does not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital. (S. J. KATHAWALLA J)