IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.402 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of AAA Traders Private Limited (‘the Transferor Company’) with Reliance Cementation Private Limited (‘the Transferee Company’) and their respective shareholders AAA TRADERS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 3rd Floor, Reliance Energy Centre, Santa Cruz (East), Mumbai 400 055. ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S. J. Vazifdar J Date: 3rd day of April 2009 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi Advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of March 2009 of Gaurav Bafna, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED:- 1 1) That convening and holding the meeting of the Equity Shareholders of AAA Traders Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of AAA Traders Private Limited, the Applicant/Transferor Company with Reliance Cementation Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consent’s given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘I1’ to ‘I2’ to the Affidavit in respect of the Summons for Directions. 2) There are no Secured Creditors in AAA Traders Private Limited, the Applicant Company as mentioned in paragraph sixteen of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) There are no Unsecured Creditors in AAA Traders Private Limited, the Applicant Company as mentioned in paragraph seventeen of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Unsecured Creditors does not arise. 4) That in view of averments made in paragraphs eighteen to twenty of the affidavit in Support of Summons for Directions, the Transferee Company is not required to file Company Application and Petition for Sanction of the Scheme of Amalgamation of AAA Traders Private Limited, the Applicant/Transferor / Company with Reliance Cementation Private Limited, the Transferee /company. (S. J. Vazifdar J) 2