IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.764 OF 2010 In the Matter of Companies Act 1 of 1956; And In the Matter of sections 391 to 394 of the Companies Act 1956; And In the matter of the Scheme of Amalgamation of Hexal Pharma Private Limited and Sandoz Private Limited Hexal Pharma Private Limited, a company ) incorporated under the provisions of the ) Companies Act, 1956, having its Registered ) Office at MIDC, Plot No.8-A/2, 8-B, TTC ) Industrial Area, Kalwe Block, Village Dighe, ) Navi Mumbai 400708, Maharashtra ) … APPLICANT COMPANY Called for Summons for Direction CORAM : S. J. VAZIFDAR J. DATE : 26th November 2010 Ms Suruchi Rungta i/b Khaitan & Co, Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Ms Suruchi Rungta instructed by Khaitan & Co., 2 | 3 Advocates for the Applicant Company AND UPON READING the Affidavit dated 15th November 2010 of Mr V. Govindarajan, Director of the Applicant Company, in support of the 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 the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation of Hexal Pharma Private Limited, the Applicant / Transferor Company with Sandoz Private Limited, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “F” & “G“ to the Affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as stated in paragraph 17 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Hexal Pharma Private Limited, the Applicant / Transferor Company with Sandoz Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction. The Transferee Company is the only unsecured 3 | 3 creditor of the Applicant Company. The Applicant undertakes to publish notice of date of final hearing of the Petition in Free Press Journal, in English and Maharashtra Times in Marathi having circulation in Navi Mumbai. The said undertaking is accepted. 4. That the filing of the separate Application/Petition by Sandoz Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 20 and 21 of the Affidavit in support of the Summons for Direction. (S. J. Vazifdar, J)