1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 152 OF 2011 In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Hadapsar Finvest and Mercantile Co. Private Limited and Saswad Investment Private Limited and Yohan Poonawalla Financials Private Limited with Poonawalla Fashions Private Limited and their Respective Shareholders Saswad Investment Private Limited, a Company } Incorporated under the provisions of Companies } Act, 1956 having its registered office at at 212/2, } Off Soli Poonawalla Road, Hadapsar, } Pune 411 028 Maharashtra. } ………….Applicant Called Summons for Direction Coram: S. C. DHARMADHIKARI, J. Date: 25th February, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st day of February, 2011 of Mr. Kelly Kotwal, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Saswad Investment Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Hadapsar Finvest and Mercantile 2 Co. Private Limited and Saswad Investment Private Limited, the Applicant Company and Yohan Poonawalla Financials Private Limited with Poonawalla Fashions Private Limited, the Transferee Company and their Respective Shareholders, is dispensed with in view of consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘C1’ and ‘C2’ to the Affidavit in support of Summons for Direction. 2. There are no Secured and Unsecured Creditors in Saswad Investment Private Limited, the Applicant Company, as stated in paragraph 35 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meetings of the Secured and Unsecured Creditors does not arise. (S.C.DHARMADHIKARI, J)