IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 407 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Bhadrasila Ventures Private Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation Between Ashish Commercials Private Limited …First Transferor Company Bhadrasila Ventures Private Limited …Second Transferor Company AND Chitrakut Ventures Private Limited …… Transferee Company Bhadrasila Ventures Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 5, Kitab Mahal, 192 Dr D N Road, Fort, Mumbai 400 001 ……Applicant / Second Transferor Company Called Summons for Direction Coram: S.J. Kathawalla, J. Date: 1st July, 2011 2 Mr. Naser Ali i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant MINUTES OF THE ORDER UPON the application of Bhadrasila Ventures Private Limited, the Applicant abovenamed by Summons for Direction AND UPON hearing Mr. Naser Ali, Advocate for the Company and upon reading the Affidavit dated 10th June, 2011 of Mr. Narendra Karnavat, Authorised Signatory, in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ 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 / Second Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Ashish Commercials Private Limited, the First Transferor Company and Bhadrasila Ventures Private Limited, the Second Transferor Company with Chitrakut Ventures Private 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 ‘E-1 to E-4 ’ to the Affidavit – in – Support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant/ Second Transferor Company, as stated in paragraph 31 of the Affidavit in Support of 3 Summons for Direction. Hence, the question of convening and holding meetings of the Secured Creditors does not arise. 3. That convening and holding the Meeting of the Unsecured Creditors of the Applicant/ Second Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Ashish Commercials Private Limited, the First Transferor Company and Bhadrasila Ventures Private Limited, the Second Transferor Company with Chitrakut Ventures Private Limited, the Transferee Company is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant, which is annexed as Exhibit “F” to the Affidavit – in – Support of the Summons for Direction. (S.J. Kathawalla, J.)