IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 595 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of Abhishek Exports (India) Private Limited AND In the matter of SCHEME OF AMALGAMATION OF ABHISHEK EXIM PRIVATE LIMITED … Transferor Company WITH ABHISHEK EXPORTS (INDIA) PRIVATE LIMITED, … Transferee Company for amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of Abhishek Exim Private Limited in Abhishek Exports (India) Private Limited. ABHISHEK EXPORTS (INDIA) ) PRIVATE LIMITED, a company ) incorporated under the provisions of ) The Companies Act, 1956 and having ) it’s registered address at Plot ) No-350 (A), CTS No.387, Linking Road, ) Bandra (West) Mumbai – 400 050 ) …Applicant/Transferee Company Called for Summons for Direction Mr. H. N. Thakore i/b M/s. Thakore Jariwala & Associates, Advocates for the Applicant Coram: A.M. Khanwilkar. J. Date : 8th May 2009 MINUTES OF THE ORDER IT IS ORDERED THAT: 1. The convening and holding of 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 arrangement embodied in the Scheme of Amalgamation of the Transferor Company with the Applicant / Transferee Company is dispensed with in view of the consent given by all the equity shareholders of the Applicant Company, which are annexed as 2 Exhibits ‘J-1’ to ‘J-7’ to the Affidavit dated 24th April 2009 of Mr. Naresh N. Shah, the Director of the Applicant Company, filed in support of the Summons for Directions. 2. That convening and holding 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 arrangement embodied in the Scheme of Amalgamation of the Transferor Company with the Applicant / Transferee Company is dispensed with in view of the consents as given by all the unsecured creditors of the Applicant Company representing 100 % in number and 100 % in value of the total unsecured creditors, which are annexed as Exhibits ‘K-1’ to ‘K-15’ to the Affidavit dated 24th April 2009 of Mr. - Naresh N. Shah, the Director of the Applicant Company, filed in support of the Summons for Directions. 3. That 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 3 arrangement embodied in the Scheme of Amalgamation of the Transferor Company with the Applicant / Transferee Company is dispensed with in view of the averments made in paragraph 31 of the Affidavit - in -support of the Summons for Direction and in view of the consents as given by 1 out of 4 secured creditors of the Applicant Company representing 25% in number and 38% in value of the total secured creditors, which are annexed as Exhibits ‘L-1’ to the Affidavit dated 24th April 2009 of Mr. Naresh N. Shah, the Director of the Applicant Company, filed in support of the Summons for Directions. 4. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining secured creditors whose consents are not obtained and also publish the notice of hearing of Petition in one issue each of “Free Press Journal” in the English language and “Maharashtra Times” in Marathi language both circulating in Mumbai. The said undertaking is accepted. 4 Company Judge 5