IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1011 OF 2009 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Lupin Pharmacare Limited; AND IN THE MATTER of Scheme of Amalgamation of Novodigm Limited, Lupin Pharmacare Limited and Lupin Herbal Limited with Lupin Limited. Lupin Pharmacare Limited, a company ) incorporated under the Companies Act, 1956 ) having its Registered Office at 159, C.S.T. Road, ) Kalina, Santacruz (East) ) Mumbai – 400098. ) … Applicant /Transferor Company No.2 Called Summons for Direction Coram: S. J. Kathawalla J. Dated: 01st October, 2009 Ms. Renuka Shetty i/b M/s. Crawford Bayley & Co., for Applicant 1 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 23rd September, 2009 of Mr. Rajvardhan Vishnu Satam, Authorised Representative of the Applicant in support of Summons for Directions, and the Exhibits therein referred to, IT IS ORDERED :- 1. That convening and holding the meeting of the Equity shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation of Novodigm Limited, Lupin Pharmacare Limited and Lupin Herbal Limited with Lupin Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H-1" to "H-7" to the Affidavit in support of Summons for Directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 36 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 convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, 2 with or without modification(s), the Scheme of Amalgamation of Novodigm Limited, Lupin Pharmacare Limited and Lupin Herbal Limited with Lupin Limited is dispensed with in view of the averments made in paragraph 37 of the Affidavit in support of Summons for Directions. The Applicant Company undertakes to issue individual notices of the date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The said Undertaking is accepted. 4. Certified copy of this Order is expedited. S. J. Kathawalla, J. 3