1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 603 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 80, 100 to 103 of the Companies Act, 1956; AND In the matter of the Scheme of Arrangement between AVM Capital Services Private Limited (“the First Transferor Company”) AND Chevy Capital Services Private Limited (“the Second Transferor Company”) AND PM Capital Services Private Limited (“the Third Transferor Company”) AND Pranit Trading Private Limited (“the Fourth Transferor Company”) AND Viramrut Trading Private Limited (“the Fifth Transferor Company”) AND Unichem Laboratories Limited (“the Transferee Company” or “the Applicant Company”); AND Their Respective Shareholders 2 UNICHEM LABORATORIES LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at Unichem Bhavan, Prabhat Estate, off S.V. Road, Jogeshwari (W) Mumbai 400 102. ) ) ) ) …………… The Applicant Company CALLED FOR SUMMONS FOR DIRECTION Coram: S. C. DHARMADHIKARI J. Date: 30th September, 2011 Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 22nd day of September, 2011 of Mr. K.Subharaman, Company Secretary of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of Unichem Laboratories Limited (the Applicant / Transferee Company) be convened and held at Hall of Culture Nehru Centre, Dr. Annie Besent Road,Mumbai-400018 on Thursday, the 3rd day of November, 2011 at 11:30 A.M, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement between AVM Capital Services Private Limited, Chevy Capital Services Private Limited, PM Capital Services Private Limited, Pranit Trading Private Limited, Viramrut Trading Private Limited and Unichem Laboratories Limited. 2. That at least 21 clear days before the meeting 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 3 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 language, circulated at Mumbai and Maharashtra Times in Marathi language, 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 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 R.P.A.D / courier addressed to each of the Equity Shareholders 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:- a. advertise the Notice convening meeting as per Form No. 36 (Rule 73) b. issue Notice convening meeting of the shareholders as per Form No. 38 (Rule 74) c. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; d. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted 5. That Mr. Prafull Anubhai, Director, Chairman of the Applicant Company, and failing him, Mr. Ramdas Gandhi, Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at Hall of Culture Nehru Centre, Dr. Annie Besant Road,Mumbai-400018 on Thursday, the 3rd day of November, 2011 at 11:30 A.M, or any adjournment or adjournments thereof. 6. That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. 4 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 8. That voting by proxy/authorized representative be permitted, provided that a proxy/authorized representation in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Unichem Bhavan, Prabhat Estate, off S.V. Road, Jogeshwari (W) Mumbai 400 102., not later than 48 hours before the meeting as provided under Rule 70 of the Companies (Court) Rules, 1959. 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 meeting. 10. That the Chairman do report to this Court, the result of the said 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 of the meeting of the Secured Creditor of the Applicant Company to consider and approve the proposed Scheme of Arrangement is dispensed with in view of the averment made in paragraph 12 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to give individual notice of date of hearing of Petition by R.P.A.D to its Secured Creditor and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi both having circulation in Mumbai. The said undertaking is accepted. 12. 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 averments made in paragraph 13 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to give individual notice of date of hearing of Petition by R.P.A.D to its Unsecured Creditors having a balance of more than Rs. 5,00,000 (Rupees Five Lakh Only) and also to publish the same in Free Press Journal, in English language and Maharashtra Times in Marathi language both having circulation in Mumbai. The said undertaking is accepted. 5 13. That the procedure u/s 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraph 14 of the Affidavit of in support of the Summons for Directions. (S. C. DHARMADHIKARI J)