- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.223 OF 2009 In the matter of sec 391 & 394 of the Companies Act, 1 of 1956 And In the matter of Scheme of Amalgamation of: Golden Cellars Distilleries Private Limited With Golden Cellars Private Limited Golden Cellar Distilleries Private ) Limited a Company incorporated ) Under the Companies Act, 1 of 1956 ) Having its registered office at 101, ) May Fair,197, Kane Road, Band Stand) Bandra (W),Mumbai 400 050 ) ... Applicant Called Summons for Directions CORAM : S. J. Vazifdar, J. DATE : 27th February, 2009 MR. B.B. Parekh alongwith G.B. Shah for Applicant MINUTES OF ORDER Upon the Application of the Applicant abovenamed AND UPON hearing Mr. B.B. Parekh for the Applicant Company, AND UPON - 2 - reading the Affidavit dated 16 th February,2009 of Mr. Rakesh Nityanand Dutt Authorised Signatory of the Applicant Company in support of Summons for Direction, IT IS ORDERED:- 1. That the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the Scheme of Amalgamation of Golden Cellar Distilleries Private Limited, Applicant / Transferor Company with Golden Cellars Private Limited, Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ''H1'' and ''H2'' to the Affidavit in support of Summons for Directions. 2. That the convening and holding of the meeting of Secured Creditors of the Applicant Company to consider and approve the Scheme of Amalgamation of Golden Cellar Distilleries Private Limited, Applicant / Transferor Company with Golden Cellars Private Limited, Transferee Company is dispensed with in view of the consents given by all the Secured Creditors of the Applicant Company which are annexed as Exhibits ''E1, E2a, E2b and E2c'' to the Affidavit in support of Summons for Directions . - 3 - 3. That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the Scheme of Amalgamation of Golden Cellar Distilleries Private Limited, Applicant / Transferor Company with Golden Cellars Private Limited, Transferee Company is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits ''F1'' to ''F8'' to the Affidavit in support of Summons for Directions . The Applicant also undertakes to issue individual notice of hearing of Petition by RPAD to all its Unsecured Creditors. The undertaking is accepted. 4. That the convening and holding of the meeting of Sundry Creditors of the Applicant Company to consider and approve the Scheme of Amalgamation of Golden Cellar Distilleries Private Limited, Applicant / Transferor Company with Golden Cellars Private Limited, Transferee Company is dispensed with in view of the consents given by all the Sundry Creditors of the Applicant Company which are annexed as Exhibits ''G1''to ''G5'' to the Affidavit in support of Summons for Directions. Sd/- COMPANY JUDGE