IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.135 OF 2009 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Twilight Mercantiles Limited and Twilight Litaka Pharma Limited and their respective Shareholders Twilight Mercantiles Limited, a Company } Incorporated under the provisions of the Companies } Act, 1956 having its registered address at 206, } Shivai Dongree Industrial Estate, 89 Andheri Kurla Road, } Saki Naka, Andheri [E], Mumbai 400 072 }…Applicant CORAM: S. J. VAZIFDAR.J DATE: 30th January 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: (a) That the convening and holding of the meeting of the members holding Equity Shares of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement between Twilight Mercantiles Limited, the Applicant/Transferor Company and Twilight Litaka Pharma Limited, the Transferee Company and their respective shareholders is dispensed with in view of consents given by all Equity Share Shareholders of the Applicant Company, as per their letters of consents annexed as Exhibit C-1 to C-8 to the affidavit dated this 23rd day of January 2009 of Mr. C.V D’Souza, Authorised Signatory of the Applicant Company in support of the Summons for Directions. (b) That 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, the Scheme of Arrangement between Twilight Mercantiles Limited, the Applicant/Transferor Company and 1 Twilight Litaka Pharma Limited, the Transferee company and their respective shareholders is dispensed with in view of averments made in paragraph twenty one of the affidavit dated 23rd day of January 2009 of Mr. Mr. C.V D’Souza, Authorised Signatory of the Applicant Company in support of the Summons for Directions (S.J. VAZIFDAR.J) 2