IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 208 OF 2010 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Section 391 to 394 of the Companies Act, 1956; AND IN The MATTER of Evotec (India) Private Limited; AND IN THE MATTER of Scheme of Amalgamation between Evotec-RSIL Limited and Evotec (India) Private Limited. Evotec (India) Private Limited., ) a company registered under the Companies ) Act, 1956 and having its Registered Office at ) DIL Complex, Majiwada, Ghodbunder Road, ) Thane (West) – 400 610. )…..Applicant/ Transferee Company Called Summons for Direction Coram: S. J. Kathawalla J. Dated: 1st April, 2010 2 Ms. Nidhi Sharma i/b M/s. Crawford Bayley & Co., Advocates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Nidhi Sharma i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 19th March, 2010 of Mr. Irfan Bandukwalla , General Manager of the Applicant Company in support of Summons for Directions, and the Exhibits therein referred to, IT IS ORDERED:- 1. That 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), Scheme of Amalgamation of Evotec-RSIL Limited to Evotec (India) Private Limited is dispensed with in view of the consents given by all the Equity shareholders of the Applicant company which are annexed as Exhibits “F-1” to “F-3” to the Affidavit in support of Summons for Directions. 3 2. That convening and holding of the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), Scheme of Amalgamation of Evotec-RSIL Limited to Evotec (India) Private Limited is dispensed with, in view of the consent letters given by the Secured Creditors of the Applicant Company which are annexed as Exhibit “F-4” to “F-6” to the Affidavit in support of the Summons for Directions. 3. That 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), Scheme of Amalgamation of Evotec-RSIL Limited to Evotec (India) Private Limited is dispensed with in view of the averment made in paragraph 24 of the Affidavit in support of Summons for Directions. The Applicant Company undertakes to issue individual notices of the date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The said Undertaking is accepted. 4 4. Certified copy of this Order is expedited. (S. J. KATHAWALLA J.)