IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 34 OF 2010 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 SUKTA INVESTMENT LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Sir Vithaldas Chambers, 16, Mumbai Samachar Marg, Mumbai- 400 001 AND In the matter of SCHEME OF AMALGAMATION BETWEEN ASSURED INVESTMENTS LIMITED (AIL) EARNEST HOLDINGS LIMITED (EHL) PRUDENTIAL HOLDINGS LIMITED (PHL) ARISTOCRAT INVESTMENTS LIMITED (ARIL) SUKTA INVESTMENT LIMITED (SIL) WESTERN HOLDINGS LIMITED (WHL) ……Transferor Companies And THE SIRDAR CARBONIC GAS COMPANY LIMITED (SCGCL) ……… Transferee Company SUKTA INVESTMENT LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Sir Vithaldas Chambers, 16, Mumbai Samachar Marg, Mumbai- 400 001. ……Applicant / Fifth Transferor Company Called Summons for Direction Coram: S. J. Kathawalla J. Date : 15th January 2010 Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates for Applicant. MINUTES OF THE ORDER UPON the application of Sukta Investments Limited, the Applicant above named by Summons for Direction AND UPON hearing Mr. Naser Ali Rizvi Advocate for the Company and upon reading the Affidavit of Mr. R. Prasad, Authorised Signatory dated this 6th day of January, 2010 in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the Proposed Scheme of Amalgamation) IT IS ORDERED: 22 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Fifth Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied Scheme of Amalgamation between Assured Investments Limited (AIL), Earnest Holdings Limited (EHL), Prudential Holdings Limited (PHL), Aristocrat Investments Limited (ARIL), Sukta Investment Limited (SIL) and Western Holdings Limited (WHL) with The Sirdar Carbonic Gas Company Limited (SCGCL), the Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Fifth Transferor Company, which are annexed as Exhibits ‘C-1 to C-7 ’ to the Affidavit – in – Support of the Summons for directions. 2. That convening and holding of the Meeting of the Preference Shareholders, of the Applicant / Fifth Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied Scheme of Amalgamation between Assured Investments Limited (AIL), Earnest Holdings Limited (EHL), Prudential Holdings Limited (PHL), Aristocrat Investments Limited (ARIL), Sukta Investment Limited (SIL) and Western Holdings Limited (WHL) with The Sirdar Carbonic Gas Company Limited (SCGCL),the Transferee Company is dispensed in view of the consents given by all the Preference Shareholders of the Applicant / Fifth Transferor Company, which are annexed as Exhibit ‘D ’ to the Affidavit – in – Support of the Summons for directions. 33 3. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 64 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured Creditors does not arise. 4. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant / Fifth Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied Scheme of Amalgamation between Assured Investments Limited (AIL), Earnest Holdings Limited (EHL), Prudential Holdings Limited (PHL), Aristocrat Investments Limited (ARIL), Sukta Investment Limited (SIL) and Western Holdings Limited (WHL) with The Sirdar Carbonic Gas Company Limited (SCGCL), the Transferee Company is dispensed in view of the consents given by the sole Unsecured Creditor of the Applicant / Fifth Transferor Company, which are annexed as Exhibit ‘E ’ to the Affidavit – in – Support of the Summons for directions. 5. That in view of the averments made in paragraph 66 of the Affidavit in Support of Summons for Direction, the requirements of filing of the separate Application / Petition by The Sirdar Carbonic Gas Company Limited (SCGCL), the Transferee Company is dispensed with. (S.J. Kathawalla, J.) 44