1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 429 OF 2010 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of (1) Aakrosh Investments and Leasing Private Limited, (2) Akshya Textiles Trading and Agencies Private Limited, (3) Amur Trading Private Limited, (4) Anuchit Traders Private Limited, (5) Bindi Chemicals Agencies and Trading Private Limited, (6) Capable Commercials Private Limited, (7) Chikki Fertilizers Trading and Agencies Private Limited, (8) Dainty Investments and Leasing Private Limited, (9) Jogiya Traders Private Limited, (10) Kudrat Investment and Leasing (India) Private Limited, (11) Navketan Commercials Private Limited, (12) Ornate Traders Private Limited, (13) Pratiksha Finance & Leasing Company Private Limited, (14) Pururava Traders Private Limited, (15) Radharaman Textiles Trading Private Limited, (16) Rashi Trading Company Private Limited, (17) Rhino Bags Private Limited, (18) Rishiraj Merchandise Private Limited, (19) Shikhar Texturising Private Limited, (20) Silkina Trading Private Limited, (21) Sugam Texturising Private Limited, (22) Swarag Traders Private Limited, (23) Tresta Trading Private Limited and (24) Unicom Trading Enterprises Private Limited with (25) Saumya Finance and Leasing Company Private Limited 2 Rishiraj Mercandise Private Limited, ) a company incorporated under the Companies Act, ) 1956 and having its registered office at ) 84-A, Mittal Court, 8th Floor, 224, Nariman Point, ) Mumbai - 400 021, Maharashtra. ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram: S. J. Vazifdar, J. Date: 25th June 2010 Mr. Arif Doctor i/b M/s. Junnarkar & Associates for the Applicant. MINUTES OF THE ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Mr. Arif Doctor i/b M/s Junnarkar & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 8th June 2010 of Shri Dharmendra G. Shah, Director of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- [1] That in view of the Applicant Company having obtained the consents in writing of all its Equity Shareholders, which are annexed as Exhibits “B1” to “B8” to the Affidavit in support of the Summons for Direction, the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Aakrosh Investments and Leasing Private Limited, Akshya Textiles Trading and Agencies Private Limited, Amur Trading Private Limited, Anuchit Traders Private Limited, 3 Bindi Chemicals Agencies and Trading Private Limited, Capable Commercials Private Limited, Chikki Fertilizers Trading and Agencies Private Limited, Dainty Investments and Leasings Private Limited, Jogiya Traders Private Limited, Kudrat Investment and Leasing (India) Private Limited, Navketan Commercials Private Limited, Ornate Traders Private Limited, Pratiksha Finance & Leasing Company Private Limited, Pururava Traders Private Limited, Radharaman Textiles Trading Private Limited, Rashi Trading Company Private Limited, Rhino Bags Private Limited, Rishiraj Merchandise Private Limited, Shikhar Texturising Private Limited, Silkina Trading Private Limited, Sugam Texturising Private Limited, Swarag Traders Private Limited, Tresta Trading Private Limited and Unicom Trading Enterprises Private Limited (collectively the “Transferor Companies”) with Saumya Finance and Leasing Company Private Limited (the “Transferee Company”), is dispensed with; [2] That the Applicant Company has no Preference Shareholders, as stated in Paragraph 35 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Preference Shareholders does not arise; [3] That the Applicant Company has no Secured Creditors, as stated in Paragraph 36 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise; [4] That in view of the averments made in Paragraph 37 of the Affidavit in Support of the Summons for Direction, the convening and holding of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Aakrosh Investments and Leasing Private Limited, Akshya Textiles Trading and Agencies Private Limited, Amur Trading Private Limited, Anuchit Traders Private Limited, Bindi 4 Chemicals Agencies and Trading Private Limited, Capable Commercials Private Limited, Chikki Fertilizers Trading and Agencies Private Limited, Dainty Investments and Leasings Private Limited, Jogiya Traders Private Limited, Kudrat Investment and Leasing (India) Private Limited, Navketan Commercials Private Limited, Ornate Traders Private Limited, Pratiksha Finance & Leasing Company Private Limited, Pururava Traders Private Limited, Radharaman Textiles Trading Private Limited, Rashi Trading Company Private Limited, Rhino Bags Private Limited, Rishiraj Merchandise Private Limited, Shikhar Texturising Private Limited, Silkina Trading Private Limited, Sugam Texturising Private Limited, Swarag Traders Private Limited, Tresta Trading Private Limited and Unicom Trading Enterprises Private Limited (collectively the “Transferor Companies”) with Saumya Finance and Leasing Company Private Limited (the “Transferee Company”), is dispensed with. (S.J. Vazifdar, J.)