IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 1 OF 2011 In the matter of Sections 391 To 394 of Companies Act, 1956; AND In the matter of Companies Act, 1956; AND In the matter of Scheme of Amalgamation and Arrangement between M/s. Harit Synthetic Fabrics Pvt. Ltd. WITH Haren Textiles Pvt. Ltd. M/s. Harit Synthetic Fabrics ) Pvt. Ltd. ) A Company incorporated under the ) Companies Act, 1956 having its ) Registered Office at Haren Textiles ) Compd., Opp. Civil Aviation Dept. ) Near Check Naka, Dahisar (East), ) Mumbai – 400 068. ) …Applicant Company Called for Summons for Direction Coram: S.C.DHARMADHIKARI, J. Date : 7th January, 2011 2 Mr. Rajesh S. Patil i/b M/s. MAHESH JANI & CO., Advocates for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh S. Patil instructed by M/s. MAHESH JANI & CO. Advocates for the Applicant Company AND UPON READING the Affidavit dated 11th day of November 2010 of Mr. Haren K. Mehta the Authorised Signatory 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 Arrangement and Amalgamation between M/s. Harit Synthetic Fabrics Pvt. Ltd. “the Applicant” / “Transferor Company” and M/s. Haren Textiles Pvt. Ltd. “the 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 “O1” to “O14” to the Affidavit-in-support of the Summons for Direction. 3 2. There are no Secured and Unsecured Creditors of the Applicant Company as stated in Paragraphs 38 and 40 of the Affidavit-in- Support of the Summons for Direction. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Loan Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of the Applicant / Transferor Company with the Transferee Company is dispensed with in view of the consents given by the Unsecured Loan Creditors of the Applicant Company which are annexed as Exhibits “P1” to “P3” to the Affidavit- in-support of the Summons for Direction. 4. That the filing of the separate Application/Petition under Section 391 to 394 of the Companies Act, 1956 by M/s. Haren Textiles Pvt. Ltd. the Transferee Company is dispensed with in view of the averments made in Paragraph 41 of the Affidavit-in-support of the Summons for Direction. (S.C.DHARMADHIKARI,J.)