1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 819 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Suyash Laboratories Limited And In the matter of the Scheme of Amalgamation of Suyash Laboratories Limited With Aarti Drugs Limited Suyash Laboratories Limited, a Company incorporated under the Companies Act, 1956 and having its Registered Office at W-61, MIDC, Tarapur, Taluka - Palghar, Dist. Thane- 401506. ) ) ) ) …Applicant Company [Transferor Company] Called Summons for Direction Coram : S. C. Dharmadhikari, J. Date : 23rd December, 2011 Mr. Devanshu P. Desai, Advocate for the Applicant MINUTES OF ORDER 2 UPON the application of the Applicant above named by a Summons for Direction AND UPON hearing Mr. Devanshu P. Desai, Advocate for Applicant Company AND UPON reading the Affidavit dated 15th November, 2011 of Mr. Adhish P. Patil, Managing Director of the Applicant Company in support of Summons for Direction, and the exhibits therein referred to, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Suyash Laboratories Limited With Aarti Drugs Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “K” to the Affidavit in support of Summons for Direction. 2. That convening and holding the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Suyash Laboratories Limited With Aarti Drugs Limited, is dispensed with in view of the letter received from the only and single Secured Creditor of the Applicant Company which is annexed as Exhibit “M” to the Affidavit in support of Summons for Directions. 3 3. That convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Suyash Laboratories Limited With Aarti Drugs Limited, is dispensed with in view of consents given by 21(Twenty One) out of 275 (Two Hundred and Seventy Five) Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “O1 to O21” to the Affidavit in support of Summons for Direction and in view of the averments made in paragraph 28 of the said Affidavit. The Applicant Company has undertaken to serve individual notice of hearing of Petition by Registered Post A.D. to those Unsecured Creditors whose consents have not been obtained. The said undertaking is accepted. 4. That the requirement of filing of Company Summons for Directions and Company Scheme Petition by Aarti Drugs Limited, the Transferee Company for obtaining the sanction of this Court to the Scheme of Amalgamation of the Applicant Company with Aarti Drugs Limited is dispensed with in view of the averment made in paragraph 30 of the Affidavit in support of Summons for Direction. (S. C. Dharmadhikari, J.)