1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 600 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 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” or “the Applicant 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”); AND Their Respective Shareholders PM CAPITAL SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at 22, Bhulabhai Desai Road, Mumbai 400 026. ) ) ) ) …………… The Applicant Company 2 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. Jatin Ramanlal Mehta of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:- 1. THAT convening and holding of the meeting of the Equity Shareholders of PM Capital Services Private Limited (the Applicant / Third Transferor Company) to consider, and if thought fit, approve, with or without modifications, the proposed 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 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 Exhibit D1 and D2 to the Affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as stated in paragraph 12 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditor of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed 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 and their respective shareholders 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 all its Unsecured Creditors and also to publish the same in Free 3 Press Journal, in English language and Maharashtra Times in Marathi language both having circulation in Mumbai. The said undertaking is accepted. (S. C. DHARMADHIKARI J)