IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.719 OF 2011. 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 TONIRA PHARMA LIMITED WITH IPCA LABORATORIES LIMITED IPCA LABORATORIES LIMITED, a company incorporated under the Indian Companies Act, 1913 having its registered office at 48, Kandivli Industrial Estate, Kandivli (West), Mumbai-400067. …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 9th December, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 22nd November, 2011 of Mr. Harish Kamath, Company Secretary of the Applicant Company, in support of the Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of the Applicant/ Transferee Company be convened and held at 47, Kandivli Industrial Estate, Kandivli (West), Mumbai-400067 on Friday the 20th day of January, 2012 at 11.30 a.m., for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of TONIRA PHARMA LIMITED, the Transferor Company with IPCA LABORATORIES LIMITED, “the Applicant / Transferee Company”. 2. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of TONIRA PHARMA LIMITED, the Transferor Company with IPCA LABORATORIES LIMITED, “the Applicant / Transferee Company, is dispensed with in view of the averments made in paragraph 15 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Secured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 3. That a separate meeting of the Unsecured Creditors of the Applicant/ Transferee Company be convened and held at 47, Kandivli Industrial Estate, Kandivli (West), Mumbai-400067 on Friday the 20th day of January, 2012 at 12.30 p.m., for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of TONIRA PHARMA LIMITED, the Transferor Company with IPCA LABORATORIES LIMITED, “the Applicant / Transferee Company”. 4. That at least 21 clear days before the meetings to be held as aforesaid, an advertisement convening the said meetings, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant Company as aforesaid and/or at the office of its advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published one each in two local news papers viz., “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. Publication of notice in the Maharashtra Government Gazette is dispensed with. 5. That, in addition, at least 21 clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy, shall be sent by speed post or through courier addressed to each of the Equity Shareholders and the Unsecured Creditors at their respective registered or last known addresses. 6. 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 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:- i. advertise the Notice convening meeting as per Form No. 38 (Rule 74) ii. issue Notice convening meeting of the Equity Shareholders and the Unsecured Creditors as per Form No. 36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted. 7. That Mr. A. K. Jain, Joint Managing Director of the Applicant Company, failing him, Mr. Prashant Godha, Executive Director of the Applicant Company, failing him, Mr. Harish Kamath, Company Secretary of the Applicant Company is appointed as the Chairman for the above meeting of Equity Shareholders to be held at 47, Kandivli Industrial Estate, Kandivli (West), Mumbai-400067 on Friday the 20th day of January, 2012 at 11.30 a.m. or any adjournment or adjournments thereof. 8. That Mr. A. K. Jain, Joint Managing Director of the Applicant Company, failing him, Mr. Prashant Godha, Executive Director of the Applicant Company, failing him, Mr. Harish Kamath, Company Secretary of the Applicant Company is appointed as the Chairman for the above meeting of the Unsecured Creditors to be held at 47, Kandivli Industrial Estate, Kandivli (West), Mumbai-400067 on Friday the 20th day of January, 2012 at 12.30 p.m. or any adjournment or adjournments thereof. 9. The Chairman appointed for the meeting do issue the advertisement and send out the notices of the meetings referred to above. He shall have all powers under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meetings including for deciding procedural questions that may arise at the meetings or at any adjournment thereof or any other matter including amendment to the scheme / Resolution, if any, proposed at the meetings by any person(s). 10.That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 11.That quorum for the aforesaid meeting of the Unsecured Creditors shall be 5 (five) Unsecured Creditors present in person or by proxy or through authorised representative. 12.That voting by proxy/authorized representative be permitted, provided that a proxy/authorization in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at 48, Kandivli Industrial Estate, Kandivli (West), Mumbai - 400 067 not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 13.That the value of the Equity Shareholders and the Unsecured Creditors as the case may be shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 14.That the Chairman appointed for the meetings do report to this Court the result of the said meetings within 30 days of the conclusion of the meetings and the said report shall be verified by his affidavit. (S. C. Dharmadhikari, J)