IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.936 OF 2009 In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation of Charak Pharmaceuticals (India) Private Limited with Charak Pharma Private Limited Charak Pharma Private Limited ) a Company incorporated under the provisions of the ) Companies Act, 1956 and having its Registered Office ) at Evergreen Industrial Estate, Shakti Mills Lane, ) Dr. E. Moses Road, Mahalaxmi, Mumbai – 400 001 ) … Applicant Called Out Summons For Directions CORAM: S. J. KATHAWALLA J DATE : 11th September 2009 Ms. Deepti Nagpal i/b Kanga and Company for the Applicant MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Ms. Deepti Nagpal instructed by Kanga and Company, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12th day of August 2009 of Mr. K.G. Murali, Vice- President (Finance & Accounts) 1 & Company Secretary of the Applicant Company, in Support of the Summons for Directions, IT IS ORDERED:- 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Scheme of Amalgamation between Charak Pharmaceuticals (India) Private Limited, the Transferor Company and the Applicant Company is hereby dispensed with in view of the fact that all the eight Equity Shareholders of the Applicant Company have given their consent in writing to the proposed Scheme of Amalgamation by their letters, the originals whereof are annexed as Exhibits - “G-1” to “G - 8 ” to the Affidavit in support of the Summons for Direction. 2. That convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between Charak Pharmaceuticals (India) Private Limited, the Transferor Company and the Applicant Company is hereby dispensed with as the Applicant Company has only one Secured Creditor who has given its consent in writing to the proposed Scheme of Amalgamation by its letter, the original whereof is annexed as Exhibit “I” to the Affidavit in support of the Summons for Directions. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between Charak Pharmaceuticals (India) Private Limited, the 2 Transferor Company and the Applicant Company is hereby dispensed with as all the Unsecured Creditors of the Applicant Company have already given their consent in writing to the proposed of Amalgamation by their letters, the originals whereof are annexed as Exhibits “J-1” to “J-17” to the Affidavit in support of the Summons for Direction. 4. That the convening and holding of the meeting of the Sundry Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between Charak Pharmaceuticals (India) Private Limited, the Transferor Company and the Applicant Company is hereby dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction. 5. The Applicant Company undertakes to serve individual notice by R.P.A.D. on all its Sundry Creditors about the date of the hearing of the Petition. The said undertaking is accepted. COMPANY JUDGE 3