1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION No.105 OF 2011 In the matter of the Companies Act 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation for the merger of Solvay Pharma India Limited with Abbott India Limited SOLVAY PHARMA INDIA LIMITED, ) a company incorporated ) under the Companies Act, 1956 ) and having its registered office at ) 271, Business Park, 6th & 7th Floors, ) Model Industrial Colony, Off Aarey Road, ) Goregaon (East), Mumbai – 400 063 ) … Applicant /Transferor Company Called Summons for Direction Coram : S.C. Dharmadhikari, J Date : 11th February, 2011 Ms. Alpana Ghone with Ms.Kamal Sahni i/b Mr. Praveer G Shetty, Advocate for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant Company above-named by the Summons for Direction and upon hearing Ms.Alpana Ghone, Advocate 2 for the Applicant Company and upon reading the Affidavit dated 4th February 2011 of Manesh Mestry, the Company Secretary and Legal Manager of the Applicant Company in Support of the Summons for Direction and the Exhibits therein, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of the Applicant/Transferor Company be convened and held on Wednesday, the 23rd day of March 2011 at 11.00 a.m at Crystal Hall, Quality Inn, Parle International, B. N. Agarwal Commercial Complex, Vile Parle (East), Mumbai – 400 057, for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation for the merger of Solvay Pharma India Limited with Abbott India Limited. 2. That at least 21 clear days before the day appointed for the meeting of the Equity Shareholders, an advertisement convening the same and stating that copies of the Scheme of Amalgamation and of 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/Transferor Company or at the office of its advocate, be inserted once in each of two local newspapers, viz; Maharashtra Times (in Marathi) and Free Press Journal (in English), both having circulation in Mumbai. 3. That, in addition, at least 21 clear days before the Equity Shareholders meeting to be held as aforesaid, a notice convening the said Equity shareholders meeting at the place and time 3 aforesaid, together with a copy of the said 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 pre-paid letter post under Certificate of Posting addressed to each Equity shareholder at their respective registered or last known addresses. 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 Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to: (i) Issue Notice convening meeting of the Equity shareholders as per Form No. 36 (Rule 73); (ii) Issue Form of Proxy as per Form No.37 (Rule 73); (iii) Advertise the Notice convening meeting as per Form No.38 (Rule 74); and (iv) Issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956. The above undertaking is accepted. 5. That Shri Roland Kaut, Chairman and failing him, Shri D. G Rajan, Independent Director, shall be the Chairman of the meeting of the Equity Shareholders to be held on Wednesday, the 23rd March 2011 at 11.00 a.m at Crystal Hall, Quality Inn, Parle International, 4 B. N. Agarwal Commercial Complex, Vile Parle (East), Mumbai- 400 057 as aforesaid. 6. That the Chairman appointed for the Equity Shareholders meeting to issue the advertisement and send out the notices of the Equity shareholders meeting(s) referred to above. 7. That the quorum for the said Equity shareholders meeting(s) shall be 5 Equity Shareholders present in person . 8. That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form / authorisation duly signed by the person entitled to attend and vote at the Equity shareholders meeting, is filed with the Applicant/Transferor Company at its registered office at 271, Business Park, 6th & 7th Floors, Model Industrial Colony, Off Aarey Road, Goregaon (East), Mumbai – 400 063 not later than 48 hours before the Equity Shareholders’ meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of each Equity shareholder shall be in accordance with books of the Applicant/Transferor Company, and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the said meeting of the Equity shareholders. 5 10. And it is further ordered that the Chairman do report to this Court the result of the said meeting of the Equity shareholders within 15 days of the conclusion of the said meeting and the said report shall be verified by his affidavit. 11. There are no Secured Creditors as stated in paragraph 19 of the Affidavit in support of Summons for Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 12. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant/Transferor Company to consider and approve the proposed Scheme of Amalgamation of Solvay Pharma India Limited, the Applicant /Transferor Company, with Abbott India Limited, the Transferee Company, is dispensed with in view of the averments made in paragraph 20 of the Affidavit in Support of Summons for Direction. The Applicant/Transferor Company undertakes to issue individual notice of date of hearing of the Petition by RPAD to its unsecured creditors of value of Rs.1,00,000/- (Rupees One Lakh) and more and also to publish the same in one issue of Free Press Journal in English and Maharashtra Times in Marathi. The undertaking is accepted. (S.C. Dharmadhikari, J)