1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 771 OF 2010. In the matter of the Companies Act 1 of 1956; AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of MIDAS PHARMASEC LIMITED and YEW INVESTMENT PRIVATE LIMITED with FERVENT PHARMA SYNERGIES LIMITED. MIDAS PHARMASEC LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at B/7-8, Satyam Shopping Centre, M.G. Road, Ghatkopar (East), Mumbai – 400 077. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 26th November, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 18th November, 2010 of Mr. Nimesh Doshi, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 2 1. That a meeting of the Equity Shareholders of MIDAS PHARMASEC LIMITED, “the Applicant/ Transferor Company” be convened and held at Shree Sai Leela, A1/1, Rajawadi Housing Society, Opp. Rajawadi Hospital, Ghatkopar (East), Mumbai – 400 077 on Thursday, the 6th day of January, 2011 at 11.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Amalgamation of MIDAS PHARMASEC LIMITED, the Applicant / First Transferor Company and YEW INVESTMENT PRIVATE LIMITED, the Second Transferor Company with FERVENT PHARMA SYNERGIES LIMITED, the Transferee Company. 2. There are no Secured and Unsecured Creditors of the Applicant Company as stated in paragraph 20 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. 3. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant Company as aforesaid and/or at the office of its advocates M/s. RAJESH SHAH & CO, shall be published once each in ‘The Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. Publication of notice in the Maharashtra Government Gazette is dispensed with. 3 4. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the 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 of the Equity Shareholders at their respective registered or last known addresses. 5. 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 Company undertakes to :- i. advertise the Notice convening the meeting as per Form No. 36 (Rule 73) ii. issue Notice convening meetings of the Equity Shareholders as per Form No. 38 (Rule 74) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted. 6. That Mr. Vijay P. Thakkar, Director of the Applicant Company, failing him, Mr. Rajesh K. Mehta, Director of the Applicant Company, failing him, Mr. 4 Nimesh Doshi, Authorised Signatory of the Applicant Company, is appointed as the Chairman for the above meeting of Equity Shareholders to be held at Shree Sai Leela, A1/1, Rajawadi Housing Society, Opp. Rajawadi Hospital, Ghatkopar (East), Mumbai – 400 077 on Thursday, the 6th day of January, 2011 at 11 .00 a.m. or any adjournment or adjournments thereof. 7. That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. He shall have all the powers under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meetings including for deciding procedural questions that may arise at the meetings or at any adjournment thereof or any other matter including amendment to the scheme / Resolution, if any, proposed at the meeting by any person(s). 8. That the quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 9. That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form / authorised duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at B/7-8, Satyam Shopping Centre, M.G. Road, Ghatkopar (East), Mumbai – 400 077, not later than 48 hours before the respective meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 10. That the value of the Equity Shareholders, as the case may be, shall be in accordance with the books of the Applicant Company and where the entries in 5 the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 11. That the Chairman appointed for the meeting do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his affidavit. (S. J. Vazifdar, J)