IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.608 OF 2009 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of JEEVAN FINVEST PRIVATE LIMITED, TULIP ELECTROAPPLIANCES PRIVATE LIMITED, and DART ELECTRONICS LIMITED with SAWINI FINVEST PRIVATE LIMITED JEEVAN FINVEST PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 4, Piramal Industrial Estate, S. V. Road, Goregaon (West), Mumbai – 400 062. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: A. M. Khanwilkar, J Date: 8th May, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 29th day of April, 2008 of Mr. Kamal Baldi, Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of JEEVAN FINVEST PRIVATE LIMITED, the Applicant / First Transferor Company, TULIP ELECTROAPPLIANCES PRIVATE LIMITED, the Second Transferor Company and DART ELECTRONICS LIMITED, the Third Transferor Company with SAWINI FINVEST PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibit “N-1” to “N-2” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 25 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of JEEVAN FINVEST PRIVATE LIMITED, the Applicant / First Transferor Company, TULIP ELECTROAPPLIANCES PRIVATE LIMITED, the Second Transferor Company and DART ELECTRONICS LIMITED, the Third Transferor Company with SAWINI FINVEST PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averment made in paragraph 26 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The said undertaking is accepted. 4. Order that the filing of the Application/Petition of Transferee Company is dispensed with in view of the averment made in Para (27) & Para (28) of the affidavit in support of the Summons for Direction. COMPANY JUDGE