IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1526 OF 2008 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of ELITE TRADEX PRIVATE LIMITED AND In the matter of; SCHEME OF AMALGAMATION BETWEEN ELITE TRADEX PRIVATE LIMITED (ETPL), … Transferor Company AND R.R. OOMERBHOY PRIVATE LIMITED (RROPL), … Transferee Company for amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of Elite Tradex Private Limited into R.R. Oomerbhoy Private Limited ELITE TRADEX PRIVATE LIMITED, a company incorporated under the provisions of The Companies Act, 1956 and having it’s registered address at A-8, Supa Parner M.I.D.C., Taluka – Parner, Dist. Ahmednagar – 414301. ….Applicant. 1 Called Summons for Direction Coram: A. M. Khanwilkar J. Date : 14 th November, 2008 Mr. Vivek Shiralkar i/b Shiralkar & Co for Applicant. MINUTES OF ORDER Upon the application of Elite Tradex Private Limited, the Applicant Company, by Summons for Direction, upon hearing Shri. Vivek Shiralkar, i/b Shiralkar & Co., Advocate for the Company and upon reading the Affidavit dated 17th day of October 2008 of Shri Ashwin Shah, Authorized Signatory of the Applicant Company in support of Summons for Direction and the exhibits therein referred to (Exhibit ‘E’ being a copy of the proposed Scheme of Amalgamation) IT IS ORDERED: 1. That convening and holding of 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 arrangement embodied in the Scheme of Amalgamation of Elite Tradex Private Limited, the Applicant / Transferor Company with R.R. Oomerbhoy Private Limited the Transferee Company is dispensed with in view of the consent 2 given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ”H” to the Affidavit – in – Support of the Summons for directions. 2. That convening and holding of the Meeting of the Secured Creditors, of the Applicant Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Elite Tradex Private Limited, the Applicant / Transferor Company with R.R. Oomerbhoy Private Limited, the Transferee Company is dispensed with in view of the consent given by all the Secured Creditors of the Applicant Company, which is annexed as Exhibit ”I” to the Affidavit – in – Support of the Summons for directions. 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 arrangement embodied in the Scheme of Amalgamation of Elite Tradex Private Limited with R.R. Oomerbhoy Private Limited is dispensed with in view of the averment’s made in paragraph 29 of the Affidavit – in – Support of the Summons for 3 direction and in view of the consent given by 13 out of 28 Unsecured Creditors of the Applicant Company representing 46.42% in number and 69.30% in value of the total unsecured creditors, which are annexed as Exhibits ‘J-1’ to ‘ J-13’ to 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 its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted. Company Judge 4