1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 676 OF 2011 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 the Scheme of Amalgamation of (1) Kardam Commercials Private Limited, (2) Krish Commercials Private Limited, (3) Kshitij Commercials Private Limited, (4) Nityapriya Commercials Private Limited, (5) Silvassa Hydrocarbons and Investments Private Limited and (6) Terene Industries Private Limited with Ekansha Enterprise Private Limited Silvassa Hydrocarbons and Investments Private Limited,) a company incorporated under the Companies Act, ) 1956 and having its registered office at ) 84, Wing „A‟, Mittal Court, 224, ) Nariman Point, Mumbai - 400 021, Maharashtra ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram : S.C. Dharmadhikari, J. Date : 18th November, 2011 Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company. 2 MINUTES OF THE ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 10th October 2011 of Shri Hitesh M. Vora, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- [1] That the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Kardam Commercials Private Limited, Krish Commercials Private Limited, Kshitij Commercials Private Limited, Nityapriya Commercials Private Limited, Silvassa Hydrocarbons and Investments Private Limited and Terene Industries Private Limited, the “Transferor Companies”, with Ekansha Enterprise Private Limited, the “Transferee Company”, is dispensed with in view of the Applicant Company having obtained the consents in writing both of its Equity Shareholders, which are annexed as Exhibits “D1” and “D2” to the Affidavit in Support of the Summons for Direction. [2] That the convening and holding of the meeting of Preference Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Kardam Commercials Private Limited, Krish Commercials Private Limited, Kshitij Commercials Private Limited, Nityapriya Commercials Private Limited, Silvassa Hydrocarbons and Investments Private Limited and Terene Industries Private Limited, the “Transferor Companies”, with Ekansha Enterprise Private Limited, the “Transferee Company”, is dispensed with in view of the Applicant Company having obtained the consent in writing of its sole Preference Shareholder, which is annexed as Exhibit “E” to the Affidavit in Support of the Summons for Direction. 3 [3] That the Applicant Company has no Secured Creditors, as stated in paragraph 15 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. [4] That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Kardam Commercials Private Limited, Krish Commercials Private Limited, Kshitij Commercials Private Limited, Nityapriya Commercials Private Limited, Silvassa Hydrocarbons and Investments Private Limited and Terene Industries Private Limited, the “Transferor Companies”, with Ekansha Enterprise Private Limited, the “Transferee Company”, is dispensed with in view of the averments made in paragraph 16 of the Affidavit in Support of the Summons for Direction, inter alia, stating that the Applicant Company has no Unsecured Creditors except nominal current liabilities which the Applicant Company undertakes to pay in due course. The undertaking is accepted. (S.C. Dharmadhikari, J.)