IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.328 OF 2011 In the matter of 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 - AGFA INDIA PRIVATE LIMITED With AGFA HEALTHCARE INDIA PRIVATE LIMITED AGFA HEALTHCARE ) INDIA PRIVATE LIMITED ) a company incorporated under the ) Companies Act, 1956 having its ) registered office at 2 nd floor, plot no. B-14, ) Road No. 1, Wagle Industrial Estate, ) Near MIDC building, Thane, ) Maharashtra – 400 604, India ) ….. Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 6 th May, 2011 Mr. Naushad Engineer i/b M/s. Dudhat Pereira & Associates, Advocates for the Applicant MINUTES OF THE ORDERS UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Naushad Engineer instructed by M/s. Dudhat Pereira & Associates, Advocates for the Applicant Company, AND UPON reading the Affidavit dated 13th April 1 2011 of Mr. Vishal Raul, Authorized Signatory of the Applicant Company, in support of the Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of AGFA INDIA PRIVATE LIMITED, “the Transferor Company” with AGFA HEALTHCARE INDIA PRIVATE LIMITED, the “Applicant / Transferee Company” is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-2” and “G-3” to the affidavit in support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors of the Applicant Company as stated in paragraph 19 of the Affidavit in Support of Summons for Direction, hence the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Trade Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of AGFA INDIA PRIVATE LIMITED, “the Applicant/ Transferor Company” with AGFA HEALTHCARE INDIA PRIVATE LIMITED, the “Transferee Company” is dispensed with in view of the consents given by both the Unsecured Trade Creditors of the Applicant Company, which are annexed as Exhibits “H-2” and “H-3” to the Affidavit in support of the Summons for Direction. (S. J.Vazifdar, J.) 2