1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 786 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement Between Acoris Research Limited ( ‘the Transferor Company’) And Hikal Limited ( ‘the Transferee Company‘) And Their respective Shareholders and Creditors . ACORIS RESEARCH LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at 603, Great Eastern Chambers, CBD Belapur, Navi Mumbai 400 706 ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari J. Date: 23rd December, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate 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 M/s Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th December, 2011 of Mr. Mukund Mujumdar, Authorised Signatory of the 2 Applicant Company, in support of Summons for Direction 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 proposed Scheme of Arrangement between Acoris Research Limited, the Applicant/Transferor Company and Hikal Limited, the Transferee Company and their Respective Shareholders and Creditors is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company, which are annexed herewith as Exhibits ‘D1’ to ‘D7’ to the Affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Arrangement between Acoris Research Limited, the Applicant/Transferor Company and Hikal Limited, the Transferee Company and their Respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 11 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Secured Creditors. The Applicant Company also undertakes to publish the notice in one issue each of a daily newspaper viz, the ‘Free Press Journal’ in English and the ‘Maharashtra Times’ in Marathi, both of which are circulated in Mumbai. The said Undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification(s) the arrangement embodied in the 3 Scheme of Arrangement between Acoris Research Limited and Hikal Limited and their Respective Shareholders and Creditors is dispensed with in view of the averment made in paragraph 12 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors having an Outstanding balance of Rs. 5,00,000/- (Rupees five lakhs) and above. The Applicant Company also undertakes to publish the notice in one issue each of a daily newspaper viz, the ‘Free Press Journal’ in English and the ‘Maharashtra Times’ in Marathi, both of which are circulated in Mumbai. The said Undertaking is accepted. (S. C. DHARMADHIKARI, J.)