IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.106 OF 2009 In the matter of Section 391 & 394 of the Companies Act, 1956 (I of 1956) And In the matter of Scheme of Amalgamation of Allure Investment Pvt. Ltd. (Allure) Green Wonder Krishi Farms Pvt. Ltd. (Green) Utility Vincom Pvt. Ltd. (Utility) With Bhoomika Financial Services Pvt. Ltd. M/s. Bhoomika Financial Services Pvt. Ltd.,] a company incorporated and registered ] under the Companies Act, 1956 and ] having its Registered Office at G-34, ] MIDC Industrial Area, Tarapur, ] Dist. Thane, Maharashtra - 401 506. ] ... Applicant CALLED FOR SUMMONS FOR DIRECTIONS Coram : S. J. Vazifdar J. Dated : 23 rd January, 2009 1 Mr. Mukesh Jain Advocate with Mr. Jaswant Khatodiya Advocates for Applicant. MINUTES OF ORDER Upon the application of the Applicant Company by Summons for Direction and upon hearing Shri Mukesh Jain, along with Shri Jaswant Khatodiya, Advocates for the Applicant Company, and upon reading the Affidavit dated 12th December, 2008 of Mr. Nitan Chhatwal, Director of the Applicant Company in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED: (1) THAT convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Allure Investment Pvt. Ltd., Green Wonder Krishi Farms Pvt. Ltd. and Utility Vincom Pvt. Ltd., Transferor Companies with Bhoomika Financial Services Pvt. Ltd., the Applicant/ Transferee Company is dispensed with in view of the consents in writing given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits T-1 to T-5 to the Affidavit in support of the Summons for Direction. 2 (2) There are no Secured Creditors of the Applicant Company as mentioned in paragraph 27 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (3) 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, the Scheme of Amalgamation of Allure Investment Pvt. Ltd., Green Wonder Krishi Farms Pvt. Ltd. and Utility Vincom Pvt. Ltd., the Transferor Companies, with Bhoomika financial Services Pvt. Ltd., the Applicant/Transferee Company is also dispensed with in view of consents in writing given by the major Unsecured Creditors of the Applicant Company which is annexed as Exhibits T-1 To T-6 of the affidavit in support of Summons for Direction and in view of the averment in Paragraph 27 of the said affidavit. Company Judge 3