1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 90 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 100 to 103 of the Companies Act , 1956; AND In the matter of Scheme of Amalgamation of Fraxis Life Sciences Limited (‘Fraxis’ or ‘Transferor Company’) With Sequent Scientific Limited (‘Sequent’ or ‘Transferee Company’) And their respective shareholders. Sequent Scientific Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 116, Vardhaman Industrial Complex, Lal Bahadur Shastri Marg, Thane (W) – 400 601. Called for Summons for Directions Coram: S. C. DHARMADHIKARI, J Date: 11th FEBRUARY 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Company 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 February, 2011 of Mr. P R Kannan, Vice President – Corporate Affairs of the Applicant Company, in support of Company Summons for Direction and exhibits therein referred to, IT IS ORDERED: 1. That a Meeting of the Equity Shareholders of Sequent Scientific Limited, the Applicant Company, be convened and held at Hotel Satkar Residency, Pokhran Road No. 1 Opp. Raymond, Thane (W) 400 606 on 15th day of March , 2011 at 10.00 A.M., for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Fraxis Life Sciences Limited, the Transferor Company and Sequent Scientific Limited, the Transferee Company and their respective shareholders. 2 2. That at least 21 clear days before the Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of 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, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting 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 posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 4. 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. issue Notices convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 5. That Mr. K. R. Ravishankar, Chairman and Managing Director of the Applicant Company, and failing him, Mr. M Balasubramanian, Chief Operating Officer of the 3 Applicant Company, failing him, Mr. P R Kannan, Vice President (Corporate Affairs) of the Applicant Company, shall be the Chairman of the aforesaid Meeting to be held at Hotel Satkar Residency, Pokhran Road No. 1 Opp. Raymond, Thane (W) 400 606 on 15th day of March, 2011 at 10.00 A.M. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting to issue the advertisement and send out the notices of the Meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders present in person. 8. That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/ authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 116, Vardhaman Industrial Complex, Lal Bahadur Shastri Marg, Thane (W) – 400 601, not later than, 48 hours before the aforesaid Meeting, as provided under Rule 70 of the Companies (Court) Rules 1959. 9. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman of the respective meeting shall determine the value for the purpose of the aforesaid Meeting. 10. That the Chairman of the meeting to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. That the convening and holding the Meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between Fraxis Life Sciences Limited the Transferor Company and Sequent Scientific Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of the averments made in paragraph (17) of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all Secured Creditors and also undertakes to publish the notice of hearing of the Petition in one issue each 4 of ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 12. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between Fraxis Life Sciences Limited, the Transferor Company and Sequent Scientific Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of the averments made in paragraph (18) of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. upon its those Unsecured Creditors having an outstanding balance of Rs.1,00,000/- (Rupees one lac) and more. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 13. That in view of the averments made in paragraph (19) of the Affidavit in support of Company Summons for Directions stating that cancellation of the Share Capital, held by the Transferor Company shall be effected as a part of the Scheme of Amalgamation and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in the Extra Ordinary General meeting of Equity Shareholders under Sections 100 to 103 of the Companies Act, 1956 before filing the Company Petition for sanctioning the Scheme. The undertaking is accepted. (S.C. DHARMADHIKARI, J)