IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1562 OF 2008 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Karnataka Malladi Biotics Limited (the Transferor Company) WITH Emmellen Biotech Pharmaceuticals Limited (the Transferee Company) AND their respective Shareholders. EMMELLEN BIOTECH PHARMACEUTICALS LIMITED, ) a company incorporated under the ) Companies Act, 1956 having its registered ) office at 501, Sentinel, Central Avenue Road,) Hiranandani Gardens, Powai, ) Mumbai – 400 076. ) ….Applicant Company Called for Summons for Direction Coram: A. M. Khanwilkar J. Date: 21 st day of November, 2008 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12 th day of November, 2008 of Mr. R. K. Prabhu, Director - Finance of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That the convening and holding the meeting of the Equity Shareholders of Emmellen Biotech Pharmaceuticals Limited, the Applicant / Transferee Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Karnataka Malladi Biotics Limited, the Transferor Company with Emmellen Biotech Pharmaceuticals 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 “G1” to “G9” to the affidavit in support of the Summons for Directions. 2 2) That convening and holding the meeting of the Secured Creditors of Emmellen Biotech Pharmaceuticals Limited , the Applicant / Transferee Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Karnataka Malladi Biotics Limited, the Transferor Company with Emmellen Biotech Pharmaceuticals Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the averments made in paragraph 16 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having in circulation in Mumbai. Publication in Maharashtra Government Gazette is dispensed. The undertaking is accepted. 3) That convening and holding the meeting of the Unsecured Creditors of Emmellen Biotech Pharmaceuticals Limited, the Applicant / Transferee Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Karnataka Malladi Biotics Limited, the Transferor Company with Emmellen Biotech Pharmaceuticals Limited, the 3 Transferee Company and their respective Shareholders is dispensed with in view of the averment made in paragraph 17 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. Publication in Maharashtra Government Gazette is dispensed. The undertaking is accepted. Company Judge 4