1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.508 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 Parenteral Drugs (India) 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; Parenteral Drugs (India) 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 Called Summons for Direction Coram: S. C. Dharmadhikari J 2 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 meeting of the Equity Shareholders of the Applicant Company be convened and held at Classique Club, New Link Road, Oshiwara, Andheri (West), Mumbai-400 053 on Monday the 15th day of June, 2009 at 10.30 a.m. (1030 hours), for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of PFL Holdings Private Limited and Goa Holdings (India) Private Limited with Parenteral Drugs (India) Limited. 2. That at least 21 clear days before the date of the meeting to be held as aforesaid, a notice convening the said meeting, indicating the day, the date, the place and time aforesaid, together with a copy of the said Scheme, a copy of the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the prescribed Form of Proxy, shall be sent by prepaid 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. 3. That in addition, at least 21 clear days before the date of the meeting to 3 be held as aforesaid, an advertisement convening the said meeting indicating the day, the date, the place and time aforesaid stating that copies of the Scheme, the statement required to be furnished pursuant to section 393 of the Companies Act, 1956 and Forms of Proxy can be obtained free of charge at the Registered Office of the Applicant Company or at the office of its Advocates, i.e. M/s. Singhi & Co., 609, Dalamal Tower, 211, Nariman Point, Mumbai– 400 021, be published once each in “Free Press Journal” (English), Mumbai Edition and “Nav Shakti” (Marathi), Mumbai Edition. Publication of the advertisement in the Maharashtra Government Gazette is dispensed with. 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 Sec 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this court is dispensed with. The Applicant undertakes to : a) Issue Notice and approving meeting of the shareholders as per Form No.36 (Rule 73) b) Issue proxy Form as per form No.37(Rule 73) c) Advertise the Notice convening meeting as per Form No.38 Form 38 (Rule 74) d) Issue statement containing all the particulars as per the section 393 of the Companies Act, 1956 The undertaking is accepted. 5. Mr. Vinod Kumar Gupta, the Managing Director of the Applicant Company, in his absence Mr. Govind Das Garg, the Whole-time Director of the Applicant Company and in his absence Mr. Anil Mittal, the Whole- time Director and Chief Executive of the Applicant Company shall be the 4 Chairman of the aforesaid meeting of the Equity Shareholders of the Applicant Company to be held on Monday 15th day of June 2009 at 10.30 a.m. (1030 hours) and in respect of any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting to issue the advertisement and send out notices of the aforesaid meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers under the Articles of Association of the Applicant Company and under the Companies (Court) Rules 1959 in relation to conduct of meeting including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s) and to ascertain the decision of the meeting on a poll. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (five) members present in person. 8. That voting by proxy/ authorised representative be permitted provided that the Proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the aforesaid meeting or by an authorised representative, is filed with the Applicant Company at its registered office at 340, Laxmi Plaza, Laxmi Industrial Estate, New Link Road, Andheri (West), Mumbai-400 053, Maharashtra, not later than 48 hours before the said meeting as provided under Rule 70 of the Company (Court) Rules, 1959. 9. That the value or number of shares of each Equity Shareholder shall be in accordance with the records or registers of the Applicant Company and where the entries in the records or registers are disputed, the Chairman shall determine the value and number for the purpose of the 5 meeting and his decision in that behalf would be final. 10.That the Chairman to report to this Court, the result of the said meeting within 14 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, for seeking approval to the Scheme of Amalgamation of PFL Holdings Private Limited and Goa Holdings (India) Private Limited with Parenteral Drugs (India) Limited is hereby dispensed with in view of the letter of consent given by the sole Preference Shareholder of the Applicant Company which is annexed as Exhibit-“H” to the affidavit in support of the Summons for Directions. 12.In view of the averments made in paragraph 20 & 22 of the affidavit of Shri Vinod Kumar Gupta dated 15th April, 2009 in support of Summons for Directions, the meeting of the Secured Creditors of the Applicant Company for the purpose of considering and if thought fit to approve the Scheme of Amalgamation of PFL Holdings Private Limited and Goa Holdings (India) Private Limited with Parenteral Drugs (India) Limited is dispensed with. The Applicant undertakes to issue individual notice of hearing of petition by RPAD to all its Secured Creditors. 13.In view of the averments made in paragraph 20 & 22 of the affidavit of Shri Vinod Kumar Gupta dated 15th April, 2009 in support of Summons for Directions, the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and if thought fit to approve the Scheme of Amalgamation of PFL Holdings Private Limited and Goa Holdings (India) Private Limited with Parenteral Drugs (India) Limited is dispensed with The Applicant undertakes to issue individual notice of 6 hearing of petition by RPAD to all its Unsecured Creditors. COMPANY JUDGE