IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.467 OF 2010 IN THE MATTER OF SECTIONS 391 & 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER of Technocraft Exports Private Limited AND IN THE MATTER of Scheme of Amalgamation of Technocraft Exports Private Limited with Technocraft Industries (India) Limited TECHNOCRAFT EXPORTS PRIVATE LIMITED ) A company incorporated under provisions ) of The Indian Companies Act, 1956, having ) its Registered Office at A-25, MIDC, Road No.3, ) Marol Industrial Estate, Ansdheri (East), ) Mumbai - 400 093 )….Applicant Company Called Summons for Direction Coram: S. J. Vazifdar, J Date: 2nd July, 2010 Mr. Nayan Rawal, Advocate for the Applicant 2 MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Nayan Rawal, Advocate for Applicant Company, AND UPON READING the Affidavit dated 14th May 2010 of Mr. Manoj Jain, Authorised Person, 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 the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving the Scheme of Amalgamation of Technocraft Exports Private Limited, Applicant Company with Technocraft Industries (India) Limited is dispensed with, as all the Equity Shareholders of the Applicant Company have given their consents in writing to the Scheme, which are annexed as "Exhibits M-1 & M-2” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 6 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise; 3 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, the Scheme of Amalgamation of Technocraft Exports Private Limited, Applicant Company with Technocraft Industries (India) Limited is dispensed with, as the sole Unsecured Creditor of the Applicant Company have given his consent in writing to the Scheme, which is annexed as "Exhibit N" to the Affidavit in support of the Summons for Directions. 4. That in view of the judgement passed by this Court in Mahaamba Investments Limited Vs. IDI Limited (105 Co. Cases 16), and in view of the averments made in paragraph 22 of the Affidavit in support of Summons for Direction, the filing of separate Application and Petition under Sections 391 to 394 of The Companies Act, 1956 by the Transferee Company is not necessary and the same is dispensed with. (S. J. Vazifdar, J)