Synchem Investments Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 27 OF 2016 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 of Lupin International Private Limited ('LIPL) and Synchem Investments Private Limited ('SIPL') with Rahas Mercantile Private Limited ('RMPL') and their respective shareholders Synchem Investments Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its Registered Office at 159, C.S.T Road, Kalina, Santacruz (East), Mumbai 400098 ) ) ) ) ) ......Applicant Company Called Summons for Direction for Hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., Advocates for the Applicant Company CORAM: K.R.SHRIRAM, J DATE: 11th FEBRUARY 2016

MINUTES OF THE ORDER UPON the Application of the Applicant Company above named 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 11th day of December, 2015 of Mr. Harshad Thakkar, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction, and the Exhibits there in referred to, IT IS ORDERED THAT:

1. The convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Lupin International Private Limited ('LIPL) and Synchem Investments Private Limited ('SIPL') with Rahas Mercantile Private Limited ('RMPL') and their respective shareholders, is dispensed with, in view of the consents given by all the Ten Equity Shareholders of the Applicant Company, which are annexed as Exhibits "C-1" to "C-10" to the Affidavit in support of the Company Summons for Direction.

2. The convening and holding the meeting of the Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Lupin International Private Limited ('LIPL) and Synchem Investments Private Limited ('SIPL') with Rahas Mercantile Private Limited ('RMPL') and their respective shareholders, is dispensed with, in view of the consents given by the Sole Preference Shareholder of

the Applicant Company, which is annexed as Exhibits "E" to the Affidavit in support of the Company Summons for Direction.

3. There are no Secured Creditors of the Applicant Company as stated in paragraph 11 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.

4.

The convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Lupin International Private Limited ('LIPL) and Synchem Investments Private Limited ('SIPL') with Rahas Mercantile Private Limited ('RMPL') and their respective shareholders, is dispensed with in view of averments made in paragraph 12 of the Affidavit in support of the Company Summons for Direction, inter-alia stating that the present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no Compromise and/or Arrangement with the Creditors as no sacrifice is called for.

namely 'Free Press Journal' in English language and translation thereof in 'Navshakti' in Marathi Language both having circulation in Mumbai. The said undertaking is accepted.

(K.R.Shriram, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

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