IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.597 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement of Global Remedies Limited (‘the First Transferor Company’) and Grandix Pharmaceuticals Limited (‘the Second Transferor Company’) and Grandix Laboratories Limited (‘the Third Transferor Company’) and Quantum Remedies Private Limited (‘the Fourth Transferor Company’) and Strides Arcolab Limited (‘the Transferee Company’) and their respective Shareholders and Creditors STRIDES ARCOLAB LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at 201, ’Devavrata’, Sector- 17, Vashi, Navi Mumbai 400 703 ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: A.M. Khanwilkar, J. Date: 8th of May, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. 0.0.0.0.0.1 MINUTES OF THE ORDER 0.0.0.0.0.2 UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 4th day of May, 2009 of Mr. Kannan. N, Company Secretary of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a Meeting of the Equity Shareholders of Strides Arcolab Limited, the Applicant Company, be convened and held at Hotel Tunga Regency, Plot No. 37, Sector 30-A, Vashi, Navi Mumbai - 400 703 on June 24, 2009 at 2.30 p.m, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Composite Scheme of Arrangement of Global Remedies Limited, the First Transferor Company, Grandix Pharmaceuticals Limited the Second Transferor Company, Grandix Laboratories Limited the Third Transferor Company, Quantum Remedies Private Limited , the Fourth Transferor Company and Strides Arcolab Limited, the Applicant/ Transferee Company and their respective Shareholders and Creditors. 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 Composite 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 ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai. 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 Composite 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 pre-paid letter posted under Certificate of Posting addressed to each of 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 Notice 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. Deepak Vaidya, Chairman of the Board of Directors of the Applicant Company, and failing him, Mr. Arun Kumar, Managing Director of the Applicant Company, and failing him, Mr. T.S. Rangan, Group CFO of the Applicant Company, shall be the Chairman of the aforesaid Meeting to be held at Hotel Tunga Regency, Plot No. 37, Sector 30-A, Vashi, Navi Mumbai - 400 703, on June 24, 2009 at 2.30 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) members 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 201, ’Devavrata’, Sector-17, Vashi, Navi Mumbai 400 703, not later than, 48 hours before the aforesaid Meeting. 9. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman shall determine the value for the purpose of the aforesaid Meeting and his decision in that behalf would be final. 10. That the Chairman to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. That the convening and holding the Meeting of the Preference Shareholders of the Applicant Company to consider and approve the proposed arrangement embodied in the Composite Scheme of Arrangement of Global Remedies Limited, Grandix Pharmaceuticals Limited, Grandix Laboratories Limited, Quantum Remedies Private Limited and Strides Arcolab Limited and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph (33) of the affidavit dated 4th day of May, 2009, in support of the Summons for Directions. The Applicant Company undertakes to obtain the consent letter of its sole Preference Shareholders before the date of hearing of the Petition. The said undertaking is accepted. 12. That the convening and holding the Meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Composite Scheme of Arrangement of Global Remedies Limited, Grandix Pharmaceuticals Limited, Grandix Laboratories Limited, Quantum Remedies Private Limited and Strides Arcolab Limited and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph (34) of the affidavit dated 4th day of May, 2009, 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. to all Secured Creditors. The Applicant Company also undertakes to publish the same in one issue each of ‘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 the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Composite Scheme of Arrangement of Global Remedies Limited, Grandix Pharmaceuticals Limited, Grandix Laboratories Limited, Quantum Remedies Private Limited and Strides Arcolab Limited and their respective Shareholders and Creditors is dispensed with in view of the averment made in paragraph (35) of the affidavit dated 4th day of May, 2009, 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. to those Unsecured Creditors having an outstanding balance of Rs. 25,00,000 (Rupees Twenty Five Lakhs) or more, except to the Foreign Currency Convertible Bond holders. As far as the Foreign Currency Convertible Bond holders are concerned, the Applicant Company undertakes to serve notice of hearing of the petition by appropriate mode to the Foreign Currency Convertible Bond trustees. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 14. That in view of the averment made in para (36) of the Affidavit of Mr. Kannan. N dated this 4th day of May, 2009 in support of the Summons for Direction stating that application and reduction of the Securities Premium Account shall be effected as an integral part of the Scheme itself in accordance with the provisions of Sections 78 and Sections 100 to 104 of the Companies Act,1956, however, it does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital or payment to any secured and unsecured creditors, the procedure prescribed under Section 101 of the Companies Act, 1956 are not applicable. Therefore no order under Section 102 of the Act confirming the reduction shall be required. The Applicant Company undertakes to pass the Special Resolution in the Extra Ordinary General meeting of Equity Shareholders for utilisation of balance in Securities Premium Account under Section 78 read with Section 100 of the Companies Act, 1956. COMPANY JUDGE