1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 817 OF 2010 In the matter of the Companies Act, 1956 (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 between Zivon Marketing Services Private Limited (‘the Transferor Company’) AND PHL Pharma Private Limited (‘ The Transferee Company’) AND Their Respective Shareholders PHL Pharma Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 305, SEJAL Co-operative Housing Soc., New Link Road, Andheri (West), Mumbai 400 058. ) ) ) ) )……Applicant Company Called for Summons for Direction Coram: S. J. VAZIFDAR, J Date: 10Th DECEMBER , 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 2nd day of December, 2010 of Ms. Nirmala Furtado, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of PHL Pharma Private Limited, the Applicant / Transferee Company, to 2 consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation between Zivon Marketing Services Private Limited, the Transferor Company and PHL Pharma Private Limited, the Applicant/Transferee Company and their respective Shareholders is dispensed with in view of the consents given both the Equity shareholders of the Applicant Company, which are annexed as Exhibits “H1” to “H2” to the Affidavit in support of Company Summons for Direction. 2. That there are no Secured Creditors in PHL Pharma Private Limited, the Applicant Company, as stated in paragraph 16 of the Affidavit in support of the Company Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding of the meeting of the Unsecured Creditors of PHL Pharma Private Limited, the Applicant / the Transferee Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation between Zivon Marketing Services Private Limited, the Transferor Company and PHL Pharma Private Limited, the Applicant/Transferee Company and their Respective Shareholders is dispensed with in view of the averment made in paragraph 17 of the Affidavit in support of the Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the 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 both circulated in Mumbai. The undertaking is accepted. (S.J. VAZIFDAR, J)