1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.490 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 100 of the Companies Act, 1956 ; AND In the matter of Scheme of Arrangement between Medley Laboratories Private Limited, (‘Transferor Company’) and Medley Pharmaceuticals Limited ( ‘Transferee Company’) and Their respective Shareholders. Called for Summons for Direction Coram: S. J. VAZIFDAR J. Date: 23rd July, 2010 Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi, i/b Hemant Sethi & Co. Advocate for the Applicant Company, AND UPON READING the affidavit dated 6th day of July, 2010 of MEDLEY PHARMACEUTICALS LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at ‘Medley House’, D-2, M.I.D.C Area, Andheri – East, Mumbai – 400 093. ) ) ) ) ) …… Applicant Company 2 Mr. Firdaus Tarachand, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction IT IS ORDERED:- 1. The 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(s), the arrangement embodied in the proposed Scheme of Arrangement between Medley Laboratories Private Limited, the Transferor Company and Medley Pharmaceuticals Limited, the Applicant/Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘H1’ to ‘H18’ to the affidavit in support of Company Summons for Direction. 2. The convening and holding of the meetings of the Secured and Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Arrangement between Medley Laboratories Private Limited, the Transferor Company and Medley Pharmaceuticals Limited, the Applicant/Transferee Company is dispensed with in view of the averment made in paragraph eighteen of the affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to all its Secured and Unsecured Creditors and also publish the same in ‘Free Press Journal’, in English and ‘Maharashtra Times’, in Marathi both circulated in Mumbai. Publication in Maharashtra Government Gazette is dispensed with. The undertaking is accepted. 3. In view of averments made in paragraph nineteen of the affidavit in support of Company Summons for Direction, the procedure as prescribed under Section 101(2) of the 3 Companies Act, 1956 is dispensed with as there is no dimunation of liability in respect of unpaid share capital or payment to shareholder of any paid up share Capital. (S.J. VAZIFDAR J)