1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.465 OF 2009 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Forbes Finance Limited; AND IN THE MATTER of Scheme of Amalgamation between Forbes Finance Limited, Latham India Limited, and their respective Shareholders and Creditors for the amalgamation and transfer of business of Forbes Finance Limited with Latham India Limited. Forbes Finance Limited, a Company ) incorporated under the Indian Companies Act, 1956 ) having its Registered Office at Forbes Building, ) Charanjit Rai Marg, Fort, ) Mumbai 400001 ) Applicant /Transferor Company Called Summons for Direction Coram: S.C. Dharmadhikari J. Dated: 23rd April, 2009 Ms. Renuka Shetty i/b M/s. Crawford Bayley & Co., for Applicant 2 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 31st March, 2009 of Mr. Ashok Thakorlal Shah, Director of the Applicant in support of Summons for Directions, 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 modification(s), the Scheme of Amalgamation between Forbes Finance Limited, Latham India Limited, and their respective Shareholders and Creditors for the amalgamation and transfer of business of Forbes Finance Limited with Latham India Limited is dispensed with in view of the consent given by all the Equity shareholders of the Applicant company which are annexed as Exhibit “F-1" to "F-8" to the Affidavit in support of Summons for Directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 19 of the Affidavit in support of Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3 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(s), the Scheme of Amalgamation between Forbes Finance Limited, Latham India Limited, and their respective Shareholders and Creditors for the amalgamation and transfer of business of Forbes Finance Limited with Latham India Limited is dispensed with in view of the averment made in paragraph 20 the Affidavit in support of Summons for Directions. The Applicant Company undertakes to issue individual notices of the date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The said Undertaking is accepted. 4. Certified copy of this Order is expedited. COMPANY JUDGE