1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 709 OF 2010 In the matter of Sections 391 & 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of 1. UNITED SPRING BED COMPANY PRIVATE LTD. WITH 2. FURNITURE KRAFT INTERNATIONAL PRIVATE LTD. FURNITURE KRAFT INTERNATIONAL PVT.LTD. 332, A-1 Wing, Shah & Nahar Industrial Estate (A – 1), Dhanraj Mill Compound, Lower Parel, Mumbai-400013……..………………….…………………....... PETITIONER (TRANSFEREE COMPANY) Called Summons for Direction: CORAM : S .J .Kathawalla J. Dated : 29th October, 2010 Mr. Kedar Wagle, Advocate for the Applicant MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr.Kedar Wagle, Advocate for Applicant abovenamed AND UPON READING the Affidavit dated 6th 2 August, 2010 of HOZEFA. K, Authorized Signatory of the Applicant Company in support of the Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED :- 1) THAT the convening and holding of the meeting of the Equity Shareholders of Furniture Kraft International Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving the Scheme of Amalgamation of United Spring Bed Company Private Limited, the Transferor Company with Furniture Kraft International Private Limited, the Transferee Company, is dispensed with in view of the consents in writing given by all the shareholders of the Applicant Company to the proposed Scheme of Amalgamation which are annexed as Exhibits “ K to K-7 ” to the Affidavit in support of the Summons for Direction. 2) THAT the convening and holding of the meeting of the Secured Creditors of the Applicant Company is dispensed with in view of the consent in writing annexed as Exhibit-G and Exhibit-G-1 to the said Affidavit and in view of the averments made in paragraph 31A of the said Affidavit. The Applicant undertakes to issue notice of the date of hearing of Petition by R.P.A.D to the 3 remaining Secured Creditors whose consents are not obtained. The undertaking is accepted. 3) THAT the convening and holding of the meeting of the Un- Secured Creditors of the Applicant Company is dispensed with in view of the averments made in paragraph 33A of the said Affidavit. The Applicant undertakes to issue notice of the date of hearing of Petition by R.P.A.D to the Un-Secured Creditors whose consents are not yet obtained. The undertaking is accepted. 4) THAT Convening and holding the meeting of the Sundry Creditors of the Applicant Company is dispensed with in view of the consents given by 46 out of 137 Sundry Creditors which are annexed as Exhibits “I to I-46” and in view of the averments made in paragraph 32 of the said Affidavit. The Applicant undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D to all its remaining Sundry Creditors whose consents are not obtained or whose consents are under office objections. The undertaking is accepted. (S .J. Kathawalla. J)