IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.366 OF 2009 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of SUI-GENERIS APPLIANCES PRIVATE LIMITED WITH SEAGULL COOLING PRIVATE LIMITED. SUI-GENERIS APPLIANCES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at No. 5, Shiv Rishul, Raviraj Complex, Link Road, Andheri (W),Mumbai -400053. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 3rd April, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 16th day of March, 2009 of Mr. Shekhar Anandrao Bhende, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of SUI-GENERIS APPLIANCES PRIVATE LIMITED, the Transferor Company with SEAGULL COOLING PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibit “B-1” to “B-7” to the affidavit in support of the Summons for Direction. 2. That the conveying and holding the meeting of the Secured Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of SUI-GENERIS APPLIANCES PRIVATE LIMITED, the Transferor Company with SEAGULL COOLING PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averment made in paragraph 15 of the affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of the hearing of the Petition by Registered Post A.D. to its Secured Creditor. The said undertaking is accepted. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of SUI-GENERIS APPLIANCES PRIVATE LIMITED, the Transferor Company with SEAGULL COOLING PRIVATE LIMITED, the Transferee Company is dispensed with in view of 2 the averment made in paragraph 16 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The undertaking is accepted. COMPANY JUDGE 3