1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 439 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Piramal Life Sciences Limited (‘the Demerged / Transferor Company’) and Piramal Healthcare Limited (‘the Resulting / Transferee Company’) and Their respective Shareholders PIRAMAL HEALTHCARE LIMITED, a company incorporated under the provisions of Companies Act, 1913 having its Registered Office at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400013. ) ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla J. Date: 8th day of July, 2011 Mr.Janak Dwarkadas a/w Ms. Renuka Shetty i/b. M/s Chitnis & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr.Janak Dwarkadas a/w Ms. Renuka Shetty 2 instructed by M/s Chitnis & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30th day of June, 2011 of Ms. Nehal Doshi, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That a Meeting of the Equity Shareholders of Piramal Healthcare Limited, the Applicant Company be convened and held at Yashwantrao Chavan Prathishthan, Gen. Jagannathrao Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai 400 021 on Tuesday, the 9th day of August, 2011, Tuesday at 4.15 p.m. for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between Piramal Life Sciences Limited, the Demerged / Transferor Company and Piramal Healthcare Limited, the Resulting / Transferee Company, and their respective Shareholders. 2. That at least 21 clear days before the Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Scheme of Arrangement and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in two news papers, viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated at Mumbai. 3 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by courier addressed to the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notices convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 5. That Mr. Ajay G. Piramal, Chairman of the Applicant Company, and failing him, Mr. R. A. Shah, Director of the Applicant Company, and failing him, Mr. N. Santhanam, Executive Director & Chief Operating Officer of the Applicant Company, shall be the Chairman of the aforesaid Meeting of the Members to 4 be held at Yashwantrao Chavan Prathishthan, Gen. Jagannathrao Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai 400 021 on Tuesday, the 9th day of August, 2011, at 4.15 p.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders present in person. 8. That voting by proxy/authorised representative be permitted, provided that a proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Piramal Tower, Ganpatrao Kadam Marg, Mumbai - 400 013, not later than, 48 hours before the aforesaid Meeting. 9. That the voting in respect of the Equity Shareholders shall be one vote per one equity share held by the Equity Shareholder. 10. That the value of the share of each Equity Shareholders shall be in accordance with the books/register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman of the meeting shall determine the value for the purpose of the aforesaid Meeting. 11. That the Chairman of the meeting to report to this Court, the results of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 5 12. That the convening and holding of the Meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement is dispensed with in view of the averments made in paragraph 14 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Secured Creditors. The Applicant Company also undertakes to publish the same in one issue each of two news papers, viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 13. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement is dispensed with in view of the averment made in paragraph 15 of the Affidavit in support of the Summons for Directions The Applicant Company undertakes to issue an individual notices of the date of hearing of Petition by R.P.A.D. to its Unsecured Creditors of the value of more than Rs.1,00,000/-. The said Undertaking is accepted. The Applicant Company also undertakes to publish the notice of final hearing of the petition in one issue each of two newspapers, viz. ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S. J. Kathawalla J.)