IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 304 OF 2010 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 NAMAN TRADVEST PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN NAMAN TRADVEST PRIVATE LIMITED (NTPL) AND ZEUXITE INVESTMENTS PRIVATE LIMITED (ZIPL) ….Transferor Companies AND ORICON ENTERPRISES LIMITED (OEL) …Transferee Company NAMAN TRADVEST PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Parijat House, 2nd floor, 1076, Dr. E. Moses Road, Worli, Mumbai – 400 018 … Applicant / First Transferor Company 2 Called Summons for Directions Coram: S.J. Kathawalla, J. Dated: 30th April, 2010 Ms. Sunita Pant i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of NAMAN TRADVEST PRIVATE LIMITED the Applicant abovenamed by Summons for Direction AND UPON hearing Ms. Sunita Pant Advocate for the Applicant Company and upon reading the Affidavit dated 23rd April, 2010 of Mr. Sanjay Jain, Authorised Signatory of the Applicant / First Transferor Company 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 of the Meeting of the Equity Shareholders , of the Applicant / First Transferor 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 NAMAN TRADVEST PRIVATE LIMITED (NTPL), the Applicant / First Transferor Company and ZEUXITE INVESTMENTS PRIVATE LIMITED (ZIPL), the Second Transferor Company with ORICON ENTERPRISES LIMITED (OEL), the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant / First 3 Transferor Company, which are annexed as Exhibits “E-1 to E -23” to the Affidavit-in-support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant / First Transferor Company, as mentioned in paragraph 37 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured Creditors does not arise. 3. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant / First Transferor 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 NAMAN TRADVEST PRIVATE LIMITED (NTPL), the Applicant / First Transferor Company and ZEUXITE INVESTMENTS PRIVATE LIMITED (ZIPL), the Second Transferor Company with ORICON ENTERPRISES LIMITED (OEL), the Transferee Company is dispensed with in view of the consents given by all the Unsecured creditors of the Applicant / First Transferor Company, which is annexed as Exhibits “F-1 to F-7” to the Affidavit-in-support of the Summons for Directions. (S.J. Kathawalla, J.)