IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 17 OF 2010. In the matter of the Companies Act 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 BANGALORE GENEI (INDIA) PRIVATE LIMITED with MERCK SPECIALITIES PRIVATE LIMITED BANGALORE GENEI (INDIA) PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Shiv Sagar Estate A, 7th Floor, Dr. Annie Besant Road, Worli, Mumbai – 400018. ) ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 8th January, 2010 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 M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 5th day of January, 2010 of Mr. H. Umanath Shenoy, the Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of BANGALORE GENEI (INDIA) PRIVATE LIMITED, “the Applicant / Transferor Company” with MERCK SPECIALITIES PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which is annexed as Exhibit “F-1” and “F-2” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in para 15 of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the sole Unsecured Loan Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of BANGALORE GENEI (INDIA) PRIVATE LIMITED, the Applicant /Transferor Company with MERCK SPECIALITIES PRIVATE LIMITED, Transferee Company is dispensed with in view of the consent given by the sole Unsecured loan Creditor of the Applicant Company, which is 2 annexed as Exhibit “G” to the affidavit in support of the Summons for Direction. 4. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of BANGALORE GENEI (INDIA) PRIVATE LIMITED, the Applicant /Transferor Company with MERCK SPECIALITIES PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averment made in paragraph 17 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The said undertaking is accepted. 5. That the filing of the Application/Petition by the Transferee Company is dispensed with in view of the averments made in Paragraph 18 and 19 of the affidavit in support of the Summons for Direction. ( S. J. Kathawalla, J. ) 3