THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1328 OF 2009 In the Matter of The Companies Act, 1956; And In the Matter of an application under Sections 391 to 394 of the said Act; And In the Matter of Siemens Limited And In the matter of a Scheme of Amalgamation of Siemens Healthcare Diagnostics Limited With Siemens Limited Siemens Limited, a company incorporated ) under the provisions of the Companies Act, ) 1956, having its registered office at 130, ) Pandurang Budhkar Marg, Worli, ) Mumbai 400 018, Maharashtra, India ) …APPLICANT COMPANY 1 Called SUMMONS FOR DIRECTIONS CORAM : Dr. D.Y. Chandrachud, J. DATE : 18th December 2009 Mr. Devesh Juvekar i/b M/s Khaitan & Co. for the Applicant MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr Devesh Juvekar instructed by M/s. Khaitan & Co., Advocates for the Applicant Company AND UPON READING the Affidavit and Additional Affidavit dated 9th December 2009 and 16th December 2009 respectively, both of Mr Ajai Jain, Authorised Signatory of the Applicant Company in support of Summons for Directions IT IS ORDERED: 1. That a meeting of the Equity Shareholders of Siemens Limited, the Applicant Company/the Transferee Company, be convened and held at Nehru Centre Auditorium, Dr. Annie Besant Road, Worli, Mumbai 400 018, Maharashtra on 29th day of January 2010 2 at 1.00 pm for the purpose of considering and if thought fit, approving, with or without modification the arrangement embodied in the Scheme of Amalgamation between Siemens Healthcare Diagnostics Limited, the Transferor Company and the Applicant Company; 2. There are no secured creditors of the Applicant Company, as averred in paragraph 25 of the Affidavit in support of Summons for Directions. Hence the question of convening and holding meeting of the secured creditors of the Applicant Company does not arise; 3. That that convening and holding the meeting of the unsecured creditors of the Applicant Company abovenamed for the purpose of considering and approving the proposed scheme of amalgamation of the Applicant Company with the Transferee Company is dispensed with in view of the averments made in paragraph 25 of the Affidavit in support of Summons for Directions. The Applicant undertakes to issue and serve an individual notice of hearing of the Petition by R.P.AD. to all its 3 Unsecured Creditors and also to publish the same in the two local newspapers. The undertaking is accepted. 4. That 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 and the prescribed form of proxy, shall be posted under Certificate of Posting addressed to each of the Equity Shareholders at their respective registered or last known addresses. 5. That at least 21 clear days before the said meeting 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, shall be published once 4 each in “Free Press Journal” in English language and “Maharashtra Times” in Marathi language both circulated in Mumbai. 6. 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 undertakes to: i) issue Notice convening meeting of the shareholders as per Form No.36 [Rule 73]; ii) issue Form of Proxy as per Form No.37 [Rule 73] iii) advertise the Notice convening meeting as per Form No.38 [Rule 74] iv) issue statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted. 7. That Mr. Deepak S. Parekh, Chairman of the Applicant Company or failing him Mr. Y. H. Malegam, Director of the Applicant 5 Company or failing him Mr. D. C. Shroff, Director of the Applicant Company shall be the Chairman of the aforesaid meeting to be held at Nehru Centre Auditorium, Dr. Annie Besant Road, Worli, Mumbai 400 018, Maharashtra on 29th day of January 2010 at 1.00 pm or any adjournment or adjournments thereof. 8. That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. 9. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) members present in person or proxy. 10.That voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 130, Pandurang Budhkar Marg, Worli, Mumbai 400 018 not later than 48 hours before the meeting. 11.That the value of share of each member shall be in accordance with the books/ register of the Applicant Company and where 6 the entries in the books/ register are disputed, the Chairman shall determine the value for the purpose of the meeting. 12.That the Chairman do report to this Court, the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his Affidavit. (Dr. D. Y. Chandrachud J.) 7