IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 316 OF 2009. In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of PHARMALAB ENGINEERING (INDIA) PRIVATE LIMITED with PHARMALAB INDIA PRIVATE LIMITED PHARMALAB ENGINEERING (INDIA) PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at “Kasturi”, 3rd Floor, Sanghavi Estate, Govandi Station Road, Govandi (E), Mumbai – 400 088. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 13th March , 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 6th day of March, 2009 of Mr. Prasad Panicker, the Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of PHARMALAB ENGINEERING (INDIA) PRIVATE LIMITED, “the Applicant / Transferor Company” with PHARMALAB INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “B-1” to “B-29” to the affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the sole Secured Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of PHARMALAB ENGINEERING (INDIA) PRIVATE LIMITED, “the Applicant / Transferor Company” with PHARMALAB INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by the sole Secured Creditor of the Applicant Company, 2 which is annexed as Exhibit “C” to the affidavit in support of the Summons for Direction. 4. 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 Scheme of Amalgamation of PHARMALAB ENGINEERING (INDIA) PRIVATE LIMITED, “the Applicant / Transferor Company” with PHARMALAB INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averment made in paragraph 17 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi. The said undertaking is accepted. COMPANY JUDGE 3