IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 683 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of KAMALA UDYOGA LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Shree Niketan 5th Floor, Marine Drive, Mumbai- 400 020 AND In the matter of SCHEME OF AMALGAMATION BETWEEN KAMALA UDYOGA LIMITED …Transferor Company AND SVARAJ TRADING AND AGENCIES LIMITED …… Transferee Company KAMALA UDYOGA LIMITED (KUL), a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Shree Niketan, 5th Floor, Marine Drive, Mumbai- 400 020 ……Applicant / Transferor Company Called Summons for Direction Coram: S. C. DHARMADHIKARI J. Date : 18th November, 2011 Mr. Nasir Ali Rizvi i/b. M/s. Thakore Jariwala & Associates for Applicant. MINUTES OF THE ORDER UPON the application of Kamala Udyoga Limited, the Applicant above named by Summons for Direction AND UPON hearing Mr. Nasir Ali Rizvi, Advocate for the Company and upon reading the Affidavit of Mr. Surhid Somani, Director dated 4th November, 2011 in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation) IT IS ORDERED: 1. That convening and holding the Meeting of the Equity Shareholders, of the Applicant / Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Kamala Udyoga Limited, the Applicant / Transferor Company with Svaraj Trading and Agencies Limited, the Transferee Company, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant / Transferor Company, which are annexed as Exhibits “D-1 to D-7” to the Affidavit – 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 proposed Scheme of Amalgamation of Kamala Udyoga Limited, the Applicant / Transferor Company with Svaraj Trading and Agencies Limited, the Transferee Company is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit ‘E’ to the Affidavit – in – Support of the Summons for Direction. 3. There are no Secured Creditors of the Applicant Company, as stated in paragraph 24 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S.C. Dharmadhikari, J.)