1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 619 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394, and other applicable provisions of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation Between Sharda Worldwide Exports Private Limited (“the Transferee Company”) And Sharda International FZE (“the Transferor Company”) And Their Respective Shareholders Sharda Worldwide Exports Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Domnic Holm, 29th Road, Bandra (West), Mumbai – 400050, Maharashtra, India ) ) ) ) )……. Applicant Company Called Summons for Direction Coram:S.C. DHARMADHIKARI, J Date: 14TH OCTOBER 2011 Mr. Hemant Sethi, Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER 2 UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5TH day of October 2011 of Mr. Gautam .S. Arora, Authorised Signatory of the Applicant Company, in support of Summons for Direction, IT IS ORDERED: 1. That convening and holding of meeting of Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification(s) the Arrangement embodied in the Scheme of Amalgamation between Sharda Worldwide Exports Private Limited, the Applicant/Transferee Company and Sharda International FZE, the Transferor Company and their respective shareholders is dispensed with in view of consent given by all the Equity Shareholders as per the original letter of consent annexed as EXHIBIT ‘J1’ to ‘J7’ to the Affidavit in support of Company Summons for Direction. 2. That convening and holding of the meeting of the Secured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification(s) the Arrangement embodied in the Scheme of Amalgamation between Sharda Worldwide Exports Private Limited, the Applicant/Transferee Company and Sharda International FZE, the Transferor Company and their respective shareholders is dispensed in view of the 3 averments made in paragraph 15 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D to its Sole Secured Creditor. The Applicant Company also undertakes to publish the notice in one issue each of a daily newspaper viz, the „Free Press Journal‟ in English and the „Maharashtra Times‟ in Marathi, both of which are circulated in Mumbai. The said Undertaking is accepted. 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 with or without modification(s) the arrangement embodied in the Scheme of Amalgamation between Sharda Worldwide Exports Private Limited, the Applicant/Transferee Company and Sharda International FZE, the Transferor Company and their respective shareholders is dispensed with in view of the averments made in paragraph 16 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to issue individual notices of hearing of the Petition by R.P.A.D to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice in one issue each of a daily newspaper viz, the „Free Press Journal‟ in English and the „Maharashtra Times‟ in Marathi, both of which are circulated in Mumbai. The said Undertaking is accepted. (S.C. DHARMADHIKARI, J)