IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 573 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 Composite Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited (‘PHL Holdings’ or ‘The Demerged Company’ or ‘the Transferor Company 1’) AND PGL Holdings Private Limited (‘PGL Holdings’ or ‘ The Transferor Company 2’) AND Piramal Enterprises Limited (‘PEL’ or ‘The Resulting Company’ or ‘The Transferee Company 1’) AND Piramal International Private Limited (Piramal International’ or ‘The Transferee Company 2’) AND Their Respective Shareholders PHL Holdings Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. ) ) ) ) ) ) . ).....Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 27th August, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates 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 Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23rd day of August, 2010 of Mr. Sunil Adukia, Company Secretary of the Applicant Company, in support of 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 Holdings Private Limited, the Applicant Company / the Demerged Company/ Transferor 2 Company 1, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited, the Demerged Company/ Transferor Company 1 and PGL Holdings Private Limited, the Transferor Company 2 and Piramal Enterprises Limited, the Resulting Company/ the Transferee Company 1 and Piramal International Private Limited, the Transferee Company 2 and their Respective Shareholders is dispensed with in view of the consent given by all the equity shareholders of the Applicant Company, which are annexed as Exhibits J1 to J3 to the Affidavit in support of the Summons for Direction. 2. That convening and holding of the meeting of the sole Preference Shareholder holding Preference Shares with a face value of Rs. 10 each of PHL Holdings Private Limited, the Applicant Company / the Demerged Company/ Transferor Company 1, to consider and, if thought fit, 3 approve, with or without modification(s), the proposed arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited, the Demerged Company/ Transferor Company 1 and PGL Holdings Private Limited, the Transferor Company 2 and Piramal Enterprises Limited, the Resulting Company/ the Transferee Company 1 and Piramal International Private Limited, the Transferee Company 2 and their Respective Shareholders is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit L1 to the Affidavit in support of the Summons for Direction. 3. That convening and holding of the meeting of the sole Preference Shareholder holding Preference Shares with a face value of Rs. 10,000 each of PHL Holdings Private Limited, the Applicant Company / the Demerged Company/ Transferor Company 1, to consider and, if 4 thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited, the Demerged Company/ Transferor Company 1 and PGL Holdings Private Limited, the Transferor Company 2 and Piramal Enterprises Limited, the Resulting Company/ the Transferee Company 1 and Piramal International Private Limited, the Transferee Company 2 and their Respective Shareholders is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit L2 to the Affidavit in support of the Summons for Direction. 4. There are no Secured Creditors in PHL Holdings Private Limited, the Applicant Company, as mentioned in paragraph 28 of the Affidavit in support of the Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 5 5. That convening and holding of the meeting of the Unsecured Creditors of PHL Holdings Private Limited, the Applicant Company / the Demerged Company/ Transferor Company 1, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited, the Demerged Company/ Transferor Company 1 and PGL Holdings Private Limited, the Transferor Company 2 and Piramal Enterprises Limited, the Resulting Company/ the Transferee Company 1 and Piramal International Private Limited, the Transferee Company 2 and their Respective Shareholders is dispensed with in view of the averments made in paragraph 29 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 Registered Post A.D. to all its Unsecured Creditors and also publish the same in Free Press Journal, 6 in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. (S.J.Kathawalla, J) 7