IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.558 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Vardhman Bio- Pharma & Genetics Private Limited, the Transferor Company, having its Registered Office at 25, Chanchal Smruti, Unit No. 18, Katrak Road, Dadar (E), Wadala, Mumbai – 400 031 AND In the matter of Vardhman Health Specialities Private Limited, the Transferee Company, having its Registered Office at 199/5(912), 7th Main Jayanagar, II Block, Behind Bangalore Hospital, Bangalore – 560 011. AND In the matter of Scheme of Amalgamation of Vardhman Bio- Pharma & Genetics Private Limited With Vardhman Health Specialities Private Limited. VARDHMAN BIO-PHARMA & ) GENETICS PRIVATE LIMITED ) Incorporated and registered under ) Companies Act, 1956, having ) its Registered Office at 25, ) Chanchal Smruti, Unit No. 18, ) Katrak Road, Dadar (E), Wadala, ) Mumbai – 400 031 ) …Applicant Called Summons For Direction Coram: A. M. Khanwilkar J. Date : 2nd May, 2009 Mr. Sanjay Udeshi i/b M/s.Sanjay Udeshi & Co., Advocate for Applicants. Upon the Application of the Applicant abovenamed by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., for Applicant, AND upon reading the Affidavit dated 10th February, 2009 of Mr. Girish Rathod, Director of the Applicant Company in support of the Summons for Direction and the Exhibit 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, the Scheme of Amalgamation of Vardhman Bio- Pharma & Genetics Private Limited With Vardhman Health Specialities Private Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant 2 Company as per their original letters of Consent annexed as Exhibit “H” to “H–8” to the Affidavit in support of Summons for Directions. 2. That convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation of Vardhman Bio-Pharma & Genetics Private Limited With Vardhman Health Specialities Private Limited is dispensed with in view of the consent given by the sole Secured Creditor of the Applicant Company as per their original letter of Consent annexed as Exhibit “J” to the Affidavit in support of 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, the Scheme of Amalgamation of Vardhman Bio- Pharma & Genetics Private Limited With Vardhman Health Specialities Private Limited is dispensed with in view of the consents given by the all the Unsecured Creditors of the Applicant Company as per their original letters of Consent annexed as 3 Exhibit “L” to “L-30” to the Affidavit in support of Summons for Directions. COMPANY JUDGE 4