1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 65 OF 2011 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 Amalgamation between Gopikisan Piramal Private Limited (‘the Transferor Company’) AND Piramal Enterprises Limited (‘ the Transferee Company’) AND Their Respective Shareholders Gopikisan Piramal 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.C. DHARMADHIKARI, J Date: January 28, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a 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 January 21, 2011 of Mr. Kiran Mahajan, Authorised Signatory of the Applicant Company, in support of Company 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 Gopikisan Piramal Private Limited, the Applicant / Transferor Company, to consider and, if thought fit, to approve, with or without modification(s), the proposed Scheme of Amalgamation between Gopikisan Piramal Private 2 Limited, the Applicant /Transferor Company, and Piramal Enterprises Limited, the Transferee Company, and their Respective Shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “D1” to “D3” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in Gopikisan Piramal Private Limited, the Applicant /Transferor Company, as mentioned in paragraph 16 of the Affidavit in support of Company Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding of the meeting of the Unsecured Creditors of Gopikisan Piramal Private Limited, the Applicant / Transferor Company, to consider and, if thought fit, to approve, with or without modification(s), the proposed Scheme of Amalgamation between Gopikisan Piramal Private Limited, the Applicant / Transferor Company, and Piramal Enterprises Limited, the 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 Registered Post A.D. upon its sole Unsecured Creditor and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. ( S.C. DHARMADHIKARI, J)