IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1179 OF 2009 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN The MATTER of Duchem Laboratories Limited; AND IN THE MATTER of Scheme of Amalgamation between Duchem Laboratories Limited and Pfizer Limited. Duchem Laboratories Limited, ) a company registered under the ) Companies Act, 1956 and ) having its Registered Office at ) Pfizer Centre, 5 Patel Estate, ) Off S.V. Road, Jogeshwari (W) ) Mumbai – 400 102 )….. Applicant / Transferor Company 2 CALLED FOR DIRECTIONS CORAM: DR. D. Y. CHANDRACHUD J. Dated: 20th November, 2009 Ms. Renuka Shetty i/b Crawford Bayley & Co. for the Petitioner MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 10th November 2009,of Mr. Mukesh Shah, Authorised Representative of the Applicant in support of Summons for Directions, IT IS ORDERED :- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation proposed to be made between Duchem Laboratories Limited and Pfizer Limited is dispensed in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits F- 1 to F-7 to the Affidavit in support of Summons for directions. 3 2. There are no Secured or Unsecured Creditors of the Applicant Company, as mentioned in paragraphs 23 and 24 of the Affidavit in support of Summons for Directions. Hence the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise. 3. That in view of the averments made in paragraph 25 of the Affidavit in support of Summons for directions, the requirement of filing the separate Application and Petition u/s 391 to 394 of the Companies Act,1956 by the Transferee Company is dispensed with. 4. Certified copy of this Order is expedited. (DR. D.Y. CHANDRACHUD J.)