1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 624 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Yuvraaj Hygiene Industries Private Limited (“the Transferor Company”) With Intensive Air Systems Limited (“the Transferee Company”) And Their Respective Shareholders Yuvraaj Hygiene Industries Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at A-650 1st Floor, MIDC TTC Industrial Area, Mahape,Navi Mumbai 400 705, Maharashtra, India ) ) ) ) )……. Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J Date: 14th October, 2011 Mr. Rajesh Shah, Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & 2 Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 7th day of October, 2011 of Mr. Vishal Kampani, Director of the Applicant Company, in support of Summons for Directions and the Exhibits 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(s) the proposed Scheme of Amalgamation of Yuvraaj Hygiene Industries Private Limited, the Applicant/Transferor Company with Intensive Air Systems Limited, the Transferee Company and their respective shareholders is dispensed with in view of consents given by all the Equity Shareholders which are annexed as EXHIBIT ‘C1’ to ‘C37’ to the Affidavit in support of Summons for Direction; 2. That the 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(s) the proposed Scheme is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Secured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 3 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme is dispensed with in view of the averments made in paragraph 18 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 R.P.A.D. upon all its unsecured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J)