1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 144 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of Ginde Lifesciences Private Limited and DiagnoSearch Life Sciences Private Limited and their respective shareholders and creditors Ginde Lifesciences Private Limited ) a company incorporated under the Companies ) Act, 1956 having its registered office at R.H. No. ) 16, Eternity, Kanakia Spaces, Teen Hath Naka, ) Behind Tata Motors, Thane - 400 604 ) ….. Applicant CORAM: S.J. Kathawalla J. DATE: 18th February 2010 MINUTES OF THE ORDER Upon the application of the abovementioned Company by Summons for Direction and UPON HEARING Ms. Saeeda Bandukwala, Counsel instructed by J. Sagar Associates, Advocate for the Applicant and UPON READING the Affidavit dated 10th February 2010 of Mr. Gajendra Sharma, Authorized Signatory of the Applicant Company in 2 support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the requirement of convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering and, if through fit, approving, with or without modification, the Scheme of Amalgamation of Ginde Lifesciences Private Limited, the Applicant and DiagnoSearch Life Sciences Private Limited, the Transferee Company, is dispensed with, in view of the letters of consents given by all the Equity Shareholders of the Applicant, which are annexed as Exhibits D-1 to D-5 to the Affidavit in support of the Summons for Directions. 2. That the requirement of convening and holding the meeting of the preference shareholders of the Applicant abovenamed, for the purpose of considering and, if through fit, approving, with or without modification, the Scheme of Amalgamation of Ginde Lifesciences Private Limited, the Applicant and DiagnoSearch Life Sciences Private Limited, the Transferee Company, is dispensed with, in view of the letters of consent given by all the preference shareholders of the Applicant, 3 which are annexed as Exhibits D-1 and D-2 to the Affidavit in support of the Summons for Directions. 3. That the requirement of convening and holding the meeting of the unsecured creditors of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation of Ginde Lifesciences Private Limited, the Applicant and DiagnoSearch Life Sciences Private Limited, the Transferee Company, is dispensed with, in view of the letter of consent given by the sole Unsecured Creditor of the Applicant which is annexed as Exhibit E to the Affidavit in support of the Summons for Directions. 4. There are no Secured Creditors of the Applicant, as mentioned in paragraph 11 of the Affidavit-in-support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S.J. Kathawalla, J.)