- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.345 OF 2009 In the matter of the 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 Dodsal Corporation Private Limited and Dodsal Agencies Services Private Limited with Dodsal Engineering & Construction Private Limited; AND their respective Shareholders DODSAL AGENCIES SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 702, Prism Tower, Wing ‘A’, Mindspace, Link Road, Goregaon (West), Mumbai-400062 ) ) ) ) )………… … Applicant Company Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 20th March, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit - 2 - dated 16th day of March, 2009 of Mr. Sadanand Bandekar, Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1) That the convening and holding of the meeting of the Equity Shareholders of Dodsal Agencies Services Private Limited, the Applicant/Transferor Company No. 2 to consider, and if, thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Dodsal Corporation Private Limited and Dodsal Agencies Services Private Limited with Dodsal Engineering & Construction Private Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit B1 to B2 to the affidavit dated in support of the Summons for Direction. 2) That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of Dodsal Corporation Private Limited and Dodsal Agencies Services Private Limited with Dodsal Engineering & Construction Private Limited and their respective shareholders is dispensed with in view of the averments made in paragraph 24 of the affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of the hearing of the Petition by Registered Post A.D. to all its Secured Creditors. The said undertaking is accepted. 3) That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed arrangement embodied in the Scheme of - 3 - Amalgamation of Dodsal Corporation Private Limited and Dodsal Agencies Services Private Limited with Dodsal Engineering & Construction Private Limited and their respective shareholders is dispensed with in view of the averment made in paragraph 25 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. Sd/- COMPANY JUDGE