1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 72 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation Of Centaur Exports Private Limited, And E-man Consultants Private Limited and Neptune Remedies Private Limited With Labh Consultants Private Limited and their Respective Shareholders Neptune Remedies Private Limited ) a company registered under the Companies Act, } 1956, having its registered office at } 12, Gunbow Street Fort, Mumbai – 400 001. }….Applicant Company Called Summons for Direction CORAM: S. C. DHARMADHIKARI, J. DATE: 4th FEBRUARY 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi 2 & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st January, 2011 of Mr. A. P. Raman, 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 Neptune Remedies Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Centaur Exports Private Limited, and E-man Consultants Private Limited and Neptune Remedies Private Limited, the Applicant Company with Labh Consultants Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “K1” & “K2” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in Neptune Remedies Private Limited, the Applicant Company, as stated in paragraph 34 of the Affidavit in support of Company Summons for Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Neptune Remedies Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Centaur Exports Private Limited, and E-man Consultants Private Limited and Neptune Remedies Private Limited, the Applicant Company with Labh 3 Consultants Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the consents given by both the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “M1” and “M2” to the Affidavit in support of Company Summons for Direction. 4. That the filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 & 394 of the Companies Act, 1956 in respect of the proposed Scheme of Amalgamation by Labh Consultants Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 38 of the Affidavit in support of the Company Summons for Direction. (S.C. DHARMADHIKARI, J)