IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.177 OF 2010 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 M/S Genus Trading & Mercantile Private Limited Private Limited a company incorporated under the companies Act, 1956 and having its registered Office at Shiv Smriti, 49, Dr. Annie Besant Road, Worli, Mumbai – 400 018. … Transferor Company AND Madoc Commercials Private Limited ) Private limited a company, Incorporated ) Incorporated under the Companies ) Act, 1956 and having its registered ) Office at B-604, Fairdeal House, ) Nr. Swatik Cross Road, ) Navrangpura, Ahmedabad ) … Transferor Company AND Arham Metals & Commodities Pvt Ltd ) Private limited a company, Incorporated ) Incorporated under the Companies ) Act, 1956 and having its registered ) Office at B-604, Fairdeal House, ) Nr. Swatik Cross Road, ) Navrangpura, Ahmedabad ) … Transferor Company AND Narmada Fintrade Limited. ) A limited a company, Incorporated ) Incorporated under the Companies ) Act, 1956 and having its registered ) Office at 307, “Abhijeet” Netaji marg, ) Ellisbridge, Ahmedabad 380 006. ) … Transferor Company For amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of M/S Genus Trading & Mercantile Private Limited, Madoc Commercials Private Limited and Arham Metals & Commodities Private Limited in Narmada Fintrae Limited. A Genus Trading & Mercantile ) Private Limited (a company ) Incorporated under the companies ) Act, 1956 and having its registered ) Office at shiv smriti, ) 49, dr. Annie bezant road, ) Worli, Mumbai – 400 018. ) ..Applicant /Transferor Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date : 12th March 2010 Mr. Avinash Joshi, Advocate for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction and Upon Hearing Mr. Avinash Joshi, Advocate for the Applicant and Upon reading the Affidavit dated 2nd February 2010 and further Affidavit dated 11th march 2010 of Mr. P.K.Karmarkar, Director of the Applicant Company in Support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT: 2 1. The convening and holding of the Meeting of the Equity Shareholders of the Applicant Company, for the purpose of Considering and, if though fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of M/S Genus Trading & Mercantile Private limited, the Transferor Company, Madoc Commercials Private Limited and Arham Metals & Commodities Pvt. Ltd. with Narmada Fintrade Limited 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 “I-1, I-2 and I-3” to the Affidavit dated 2nd February 2010 of Mr. P.K.Karmarkar, the Director of the Applicant Company, filed in Support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph No. 26 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the Meeting of the Unsecured Creditor, of the Applicant Company, for the purpose of Considering and, if though fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of M/S Genus Trading & Mercantile Private limited, the Transferor Company, Madoc Commercials Private Limited and Arham Metals & Commodities Pvt. Ltd. with Narmada Fintrade Limited the Transferee Company is dispensed with in view of the consents given by all the unsecured Creditor of the Applicant Company, which is annexed as Exhibit “A” to the further Affidavit dated 11th 3 March 2010 of Mr. P.K.Karmarkar, the Director of the Applicant Company, filed in Support of the Summons for Directions. (S. J. Kathawalla, J) 4