IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 19 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 of Adonis Holdings Private Limited and Battenfield Investments Private Limited and Raynold Capital Investments Private Limited with Marks Exports Private Limited and their Respective Shareholders Battenfield Investments Private Limited } a company registered under the Companies Act, } 1956, having its registered office at 25, Suyog Industrial } Estate, L.B.S. Marg, Vikhroli (West) } Mumbai – 400 083. }….Applicant Company CORAM : S.J KATHAWALLA J DATE: 8th JANUARY 2010 Called for Summons for Directions Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th day of December , 2009 of Mr. Ramesh V Vora, Director of the Applicant Company in support of Summons for Directions, IT IS ORDERED THAT: 1. The convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Scheme of Amalgamation of Adonis Holdings Private Limited and Battenfield Investments Private Limited, the Applicant Company and Raynold Capital Investments Private Limited with Marks Exports Private Limited, the Transferee Company and their Respective Shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits „C1‟ to‟C4‟ to the affidavit in support of Summons for Directions. 2. The convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Scheme of Amalgamation of Adonis Holdings Private Limited and Battenfield Investments Private Limited, the Applicant Company and Raynold Capital Investments Private Limited with Marks Exports Private Limited, the Transferee Company and their Respective Shareholders (“Scheme”) is dispensed with in view of averments made in paragraph thirty six of the affidavit in support of Summons for Directions. Applicant Company undertakes to issue individual notices to all its Unsecured Creditors of the date of hearing of petition. The said undertaking is accepted. 3. There are no Secured Creditors in the Applicant Company as mentioned in paragraph thirty seven of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise (S.J KATHAWALLA J)