IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 344 OF 2010 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 Between Lucky Trading and Exports Limited (‘LTEL’ or ‘First Transferor Company’) And Monika Holdings Private Limited (‘MHPL’ or ‘Second Transferor Company’) And Sarita Garware Investments Consultants Private Limited (‘SGICPL’ or ‘Third Transferor Company’) And Soniya Holdings Private Limited (‘SHPL’ or ‘Fourth Transferor Company’) With Great Design Properties Private Limited (‘GDPL’ or ‘Transferee Company’) And Their Respective Shareholders LUCKY TRADING AND EXPORTS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 306/B, Bhakti, Vidyadaini Co-operative Housing Society Limited, Om Nagar, Sahar Pipeline, Andheri (East), Mumbai- 400099 ) ) ) ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Directions Coram: S. J. Vazifdar J. Date: 11th June, 2010 Mr. Rajesh Shah i/b.Rajesh Shah & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 1st day of 2 June, 2010 of Mr B.D. Doshi, Constituted Power of Attorney Holder of Mr Ashok Deshpande, Director of the Applicant Company, in support of Summons for Direction, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Lucky Trading and Exports Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between Lucky Trading and Exports Limited , First Transferor Company and Monika Holdings Private Limited , Second Transferor Company and Sarita Garware Investments Consultants Private Limited, Third Transferor Company and Soniya Holdings Private Limited, Fourth Transferor Company with Great Design Properties Private Limited , Transferee Company and their Respective Shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant 3 Company, which are annexed as Exhibits “C1” to “C10” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as mentioned in paragraph 30 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 Creditors of Lucky Trading and Exports Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between Lucky Trading and Exports Limited, First Transferor Company and Monika Holdings Private Limited , Second Transferor Company and Sarita Garware Investments Consultants Private Limited, Third Transferor Company and Soniya Holdings Private Limited, 4 Fourth Transferor Company with Great Design Properties Private Limited, Transferee Company and their Respective Shareholders, is dispensed with in view of the averments made in paragraph 31 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the same in one issue each of ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S. J. Vazifdar, J.) 5