1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 245 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of Swiss Re Healthcare Services Private Limited with Swiss Re Services India Private Limited and their respective shareholders Swiss Re Services India Private Limited, ) a company incorporated under the ) Companies Act, 1956 and having its ) registered office at 7th Floor, Tower A. ) Peninsula Corporate Park, Ganpatrao Kadam) Marg, Lower Parel, Mumbai 400 013 ) ….. APPLICANT Called Summons for Direction. CORAM: S.J. Kathawalla J. DATE: 9th April, 2010 Mr. Harinder Toor, Counsel i/by J. Sagar Associates, Advocates for the Applicant . 2 MINUTES OF THE ORDER UPON the application of the abovementioned Company by a Summons for Directions and UPON HEARING Mr. Harinder Toor, Counsel instructed by J. Sagar Associates, Mumbai, Advocates for the Applicant and UPON READING the Affidavit dated 26th day of March 2010 of Mr. Dhananjay N. Date, Managing Director of the Applicant Company in support of the Company Summons for Directions and the Exhibits therein referred to (Exhibit “D” being a copy of the proposed Scheme of Amalgamation and Exhibit “I-1” and Exhibit “I-2” being the consent letters of the Equity Shareholders), IT IS ORDERED: 1. That the requirement of convening and holding a meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving with or without modification, the Scheme of Amalgamation of the Applicant, Swiss Re Services India Private Limited and Swiss Re Healthcare Services Private Limited, the Transferor Company, is dispensed with, in view of the consent letters received from both the Equity Shareholders of the Applicant giving their consent to dispense with the said meeting which is annexed as Exhibit “I-1” 3 and Exhibit “I-2” to the Affidavit in support of Summons for Directions. 2. That in view of the averments made and the undertaking given in paragraphs 19 and 20 of the said Affidavit in support of the Company Summons for Directions, the meetings of the Unsecured Creditors of the Applicant to seek their approval to the said Scheme of Amalgamation is dispensed with. The Applicant undertakes to give individual notice of hearing of the Petition for sanction of the Scheme of Amalgamation to all its Unsecured Creditors by R.P.A.D. The said undertaking is accepted. (S.J. KATHAWALLA J.)