IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 596 OF 2010 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956 AND IN THE MATTER of MODERN CREAM DAIRY INDUSTRIES PRIVATE LIMITED AND IN THE MATTER of the Scheme of Amalgamation of MODERN CREAM DAIRY INDUSTRIES PRIVATE LIMITED with SHETKARI DUDH UTPADAK UDHYOG PRIVATE LIMITED MODERN CREAM DAIRY INDUSTRIES ) PRIVATE LIMITED ) a Company incorporated under the ) Companies Act, 1956 and having its ) Registered Office at ) J-107, Ansa Industrial Estate, ) Saki Vihar Road, Andheri (E), ) Mumbai 400 072 ) ... Applicant Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 3 rd September, 2010. Mr. Yogesh Adhia, Advocate for the Applicant -2- MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Yogesh Adhia, Advocate for Applicant Company, AND UPON READING the Affidavit dated 26 th August 2010 of Mr. Dinesh K. Gupta, the Authorised Signatory of the Applicant Company, in support of Summons for Direction, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shares holders of the Applicant Company, for the purpose of considering and, if thought fit approving, the Scheme of Amalgamation of, the Transferor Company, namely MODERN CREAM DAIRY INDUSTRIES PRIVATE LIMITED with the Transferee Company, namely SHETKARI DUDH UTPADAK UDHYOG PRIVATE LIMITED, is dispensed with, as all the Equity Shareholders of the Applicant have given their consents in writing to the Scheme, which are annexed as Exhibits "J-1" to “J-3” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding of the meeting of the Secured Creditors of the Applicant abovenamed for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of the Transferor -3- Company, namely MODERN CREAM DAIRY INDUSTRIES PRIVATE LIMITED with the Transferee Company, namely SHETKARI DUDH UTPADAK UDHYOG PRIVATE LIMITED, is dispensed in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to issue individual notices of hearing of the petition to all its Secured Creditors by Registered Post AD. The undertaking is accepted. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant abovenamed for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of the Transferor Company, namely MODERN CREAM DAIRY INDUSTRIES PRIVATE LIMITED with the Transferee Company, namely SHETKARI DUDH UTPADAK UDHYOG PRIVATE LIMITED, is dispensed in view of the averments made in paragraph 19 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to issue individual notices of hearing of the petition to all its Unsecured Creditors by Registered Post AD. The undertaking is accepted. 4. In view of the Judgment passed by this Court in Mahaamba Investments Limited vs. IDI Limited (105 Co. Cases 16), and in view of -4- averments made in paragraph 22 of the Affidavit in support of the Summons for Direction, the filing of separate proceedings under Section 391 to 394 of the Companies Act, 1956, by SHETKARI DUDH UTPADAK UDHYOG PRIVATE LIMITED, is dispensed with. (S. J. Kathawalla, J.)