1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 556 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 the Scheme of Amalgamation OF Cardiff Holdings ( Transferor Company‟) WITH Creative Home Furnishing International Private Limited („the Transferee Company‟) And their respective shareholders and creditors Creative Home Furnishing International Private Limited, } A Company incorporated under the provisions of } Companies Act, 1956 having its registered office } At 401, Sun Industrial Estate, Sun Mill Compound, } Lower Parel, Mumbai 400013, }…Applicant Called Summons for Direction Coram: S. C. DHARMADHIKARI, J DATE: 16TH SEPTEMBER , 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th August 2011 of Mr. Arunanshu Agarwal, 2 Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Cardiff Holdings with Creative Home Furnishing International Private Limited is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H1” to “H5” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph fifteen of the Affidavit in support of Company Summons of Direction, 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 Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Cardiff Holdings with Creative Home Furnishing International Private Limited is dispensed with in view of averments made in paragraph 16 of the Affidavit in support of Company Summons for Direction. Applicant Company undertakes to obtain consent letters from both its Unsecured Creditors before the date of hearing of petition. The said undertaking is accepted. (S.C.DHARMADHIKARI, J)