IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1185 OF 2009 In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the said Act, 1956 And In the matter of Meditronics Healthcare Private Limited And In the matter of Scheme of Amalgamation of: Alpha X-Ray Technologies (India) Private Limited And Meditronics Healthcare Private Limited With Philips Electronics India Limited 1 Meditronics Healthcare Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 101, Shiv Industrial Estate, K.B.B Marg, Chinchpokli (East), Mumbai – 400 012. ) ) ) ) ) ) .. Applicant Called Summons for Direction CORAM: Dr D Y Chandrachud J. DATED : 20 th November, 2009 Mr Devesh Juvekar i/b M/s. Khaitan & Co. Advocates for Appellant MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by Summons for Directions and upon hearing Mr Devesh Juvekar, Advocate for the Applicant Company and upon reading the Affidavit dated 14 th 2 October, 2009 of Rajiv Jivanlal Wani, Authorised Signatory of the Applicant Company in support of the 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 abovenamed, for the purpose of considering and approving the proposed Scheme of Amalgamation of Meditronics HealthCare Private Limited (Applicant Company) and Alpha X-Ray Technologies (India) Private Limited, the Transferor Companies with Philips Electronics India Limited, the Transferee Company is dispensed in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “L-1” to “L-7” to the Affidavit in support of the Summons for Directions; 2. There are no secured creditors of the Applicant Company as stated in paragraph 31 of the Affidavit in support of the Summons for Directions, hence the question of convening and holding the meeting of Secured Creditors does not arise. 3 3. And it is further ordered 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 in view of the averments made in paragraph 31 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to issue an individual notice of date of hearing of the Petition by Registered Post A.D. to all its unsecured creditors. The undertaking is accepted. (Dr. D. Y. Chandrachud J.) 4