IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.376 OF 2009 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 Arrangement between Hikal Pharmaceuticals Limited (‘the Transferor Company’) and Hikal Limited (‘the Transferee Company’) and their respective shareholders HIKAL PHARMACEUTICALS LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 603A, Great Eastern Chambers, Sector 11, CBD, Belapur, Navi Mumbai – 400 614. ) ) ) ) ) ) ……A pplicant Company Called Summons for Direction Coram: S. J. Vazifdar, J. Date: 3rd April, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of March, 2009 of Mr. Mukund Mujumdar, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED:- 1) That convening and holding the meeting of the Equity Shareholders of Hikal Pharmaceuticals Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Hikal Pharmaceuticals Limited and Hikal Limited and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘J1’ to ‘J7’ to the Affidavit in support of Summons for Directions. 2) There are no Secured Creditors of Hikal Pharmaceuticals Limited, the Applicant Company, as mentioned in paragraph 16 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 2 3) That convening and holding the meeting of the Unsecured Creditors of Hikal Pharmaceuticals Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Hikal Pharmaceuticals Limited and Hikal Limited and their respective shareholders is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit K to the Affidavit in support of Summons for Directions. 4) That in view of the averments made in paragraphs 18 to 20 of the Affidavit in support of Summons for Directions, the filing of a separate Application and Petition by Hikal Limited, the Transferee Company is dispensed. Company Judge 3