1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 89 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 100 to 103 of the Companies Act , 1956; AND In the matter of Scheme of Amalgamation of Fraxis Life Sciences Limited With Sequent Scientific Limited And their respective shareholders. Fraxis Life Sciences Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 116, Vardhaman Industrial Complex, Lal Bahadur Shastri Marg, Thane (W) – 400 601. Called for Summons for Direction Coram: S. C. DHARMADHIKARI, J Date: 11th FEBRUARY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company abovenamed 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 2nd day of February, 2011 of Mr. P.R. Kannan, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Fraxis Life Sciences Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of 2 Amalgamation of Fraxis Life Sciences Limited, the Applicant /Transferor Company with Sequent Scientific Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “D1” to “D7” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in Paragraph 15 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of sole Unsecured Creditor of Fraxis Life Sciences Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation of Fraxis Life Sciences Limited, the Applicant /Transferor Company with Sequent Scientific Limited, the Transferee Company and their respective shareholders is dispensed with in view of consent given by sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibits „F‟ to the Affidavit in support of Company Summons for Direction. (S. C. DHARMADHIKARI, J.)