IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1552 OF 2008 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 Sequent Scientific Limited; And In the matter of the Scheme of Amalgamation Of: Sequent Scientific Limited With P.I. Drugs & Pharmaceuticals Limited Sequent Scientific Limited ) a company incorporated under the ) Companies Act, 1956 having its ) registered office at 201, Devavrata ) Sector 17, Vashi, Navi Mumbai 400 703 ) …Applicant Called Summons for direction Coram: A. M. Khanwilkar J Date: 21 st November, 2008 Mr. Virag Tulzapulkar i/b DSK Legal for the Applicant 1 MINUTES OF THE ORDER Upon Application of the Applicants abovenamed, by Summons for Direction and upon hearing Mr. Virag Tulzapulkar, Learned Counsel for the Applicant and upon reading the Affidavit dated November 6, 2008 of Mr. M. Balasubramanian, Authorised Representative of the Applicant Company and the Exhibits therein referred to (Exhibit ‘E’ being the copy the proposed scheme of amalgamation), IT IS ORDERED : 1. That the meeting of Equity Shareholders of the Applicant Company for the purpose of considering and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of the Applicant / Transferor Company with P.I. Drugs & Pharmaceuticals Limited, the Transferee Company, is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits "I-1" and "I-2" to the Affidavit in support of the Summons for Directions. 2. That the meeting of the Secured Creditors of the Applicant Company shall be convened and held at Hotel Tunga Regency, Navi Mumbai, on Saturday the 3rd day of January 2009 at 4.00 p.m. or soon thereafter, for the purpose of considering, and if thought fit, 2 approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Sequent Scientific Limited, the Applicant / Transferor Company with P.I. Drugs & Pharmaceuticals Limited, Transferee Company. 3. That the meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at Hotel Tunga Regency, Navi Mumbai, on Saturday the 3rd day of January 2009 at 4.30 p.m., or soon after the conclusion of the aforesaid meeting of the Applicant Company’s Secured Creditors, for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Sequent Scientific Limited, the Applicant / Transferor Company with P.I. Drugs & Pharmaceuticals Limited, Transferee Company. 4. That at least twenty – one clear days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the said amalgamation and of the statement required to be furnished pursuant to section 393 and forms of proxy can be obtained free of charge at the registered office of the Applicant Company situated at 201, Devavrata, Sector 17, Vashi, Navi Mumbai 400 703, be inserted once each in ‘Free Press Journal’ in English 3 language and ‘Maharashtra Times’ in Marathi language, both having circulation in Mumbai, State of Maharashtra. Publication in the Maharashtra Government Gazette is accordingly dispensed with. 5. That, in addition, at least twenty – one clear days before the meeting’s to be held as aforesaid, a notice convening the said meeting’s on the day, date, time and place as aforesaid, together with the copy of the statement required to be sent under section 393 and the prescribed Form of proxy, shall be sent by prepaid letter posted under ‘Certificate of Posting’ addressed to each of the Secured Creditors and Unsecured Creditors at their respective registered or last known addresses. 6. That the settling and approving 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 do the following: (a) issue Notice convening meeting’s of Secured Creditors and Unsecured Creditors as per Form No.36 (Rule 73); (b) issue Form of Proxy as per Form No.37 (Rule 73); 4 (c) advertise the Notice convening meeting’s as per Form No. 38 (Rule 74) and (d) issue statement containing all the particulars as per section 393 of the Companies Act, 1956. The said undertaking is accepted. 7. That Mr. Ravi Shankar, Director of the Applicant Company, and failing him, Mr. M. Balasubramanian, Authorised Representative of the Applicant Company, shall be the Chairman of all the meetings to be held on Saturday the 3rd day of January, 2009, as aforesaid or any adjournment/s thereof. 8. That the Chairman appointed for the meetings do issue the advertisement and send out notice of the meeting referred to above. 9. That the quorum for the meeting of the Secured Creditors shall be 2 (Two) Secured Creditors either present in person or by proxy or through authorized representative. 5 10. That the quorum for the meeting of the Unsecured Creditors shall be 2 (Two) Unsecured Creditors either present in person or by proxy or through authorized representative. 11. That voting by proxy/authorized representative be permitted, provided that a proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company, at its aforesaid office not later than 48 hours before the meeting, as provided under Rule 70 of the Company Court Rules, 1959. 12. That the value of each class of creditors shall be in accordance with the books of the Company as on September 30, 2008 and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 13. And it is further ordered that the Chairman do report to this Court, the result of the said meeting’s within 30 days of the conclusion of the meeting’s and the said report shall be verified by his Affidavit. Company Judge 6