1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.506 OF 2009 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of PFL Holdings Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 340, Laxmi Plaza, Laxmi Industrial Estate, New Link Road, Andheri (West), Mumbai-400 053, Maharashtra; And In the matter of the Scheme of Amalgamation of PFL Holdings Private Limited and Goa Holdings (India) Private Limited with Parenteral Drugs (India) Limited; PFL Holdings Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 340, Laxmi Plaza, Laxmi Industrial Estate, New Link Road, Andheri (West), Mumbai-400 053, Maharashtra. …. Applicant Company 2 Called Summons for Direction Coram: S. C. Dharmadhikari, J Date : 23rd April 2009 Mr. Pradeep Sancheti i/b Singhi & Co. for Applicant Company. MINUTES OF THE ORDER Upon the application of the above named company by Summons for Direction upon hearing Mr. Pradeep Sancheti i/b M/s. Singhi & Co. Advocate for the company and upon reading the affidavit dated 15th April, 2009 of Shri. Vinod Kumar Gupta, Managing Director of the Applicant Company in Support of Summons for Direction and exhibits therein referred to, IT IS ORDERED -: 1. That the Convening and Holding the meeting of the Equity Shareholders of the Applicant Company, seeking approval to the Scheme ofAmalgamation of PFL Holdings Private Limited and Goa Holdings (India) Private Limited with Parenteral Drugs (India) Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit-“B” to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph No.22 of the Affidavit in support of the Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditor does not arise. 3. That convening and holding the meeting of Unsecured Creditors of the 3 Applicant Company, for the purpose of considering and if thought fit approving with or without modification (s) the Scheme of Amalgamation between PFL Holdings Private Limited and Goa Holdings (India) Private Limited with Parenteral Drugs (India) Limited is dispensed in view of the consents given by Unsecured Creditors which are annexed as Exhibits “C”, to the Affidavit in Support of Summons for Direction. COMPANY JUDGE