1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1049 OF 2009 In the matter of the Companies Act 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 GERUDA CATERING SERVICES PRIVATE LIMITED with GERUDA CATERING COMPANY PRIVATE LIMITED GERUDA CATERING COMPANY PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its office at 1/7, BPT Plot, J.B Road, Cotton Green (W), Mumbai: 400033. ) ) ) …Applicant Company. Called for Summons for Direction 2 Coram: S. J. Kathawalla, J Date: 9th October, 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 25th day of September, 2009 and further affidavit dated 6th day of October, 2009 of Mr. Satishchandra Sharma, Managing Director 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 GERUDA CATERING SERVICES PRIVATE LIMITED, the Transferor Company with GERUDA CATERING COMPANY PRIVATE LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “F” to the affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of GERUDA CATERING SERVICES PRIVATE LIMITED, the Transferor Company with GERUDA CATERING 3 COMPANY PRIVATE LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the averments made in paragraph 5 of the further 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 sole Secured Creditor. The said undertaking is accepted. 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 GERUDA CATERING SERVICES PRIVATE LIMITED, the Transferor Company with GERUDA CATERING COMPANY PRIVATE LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the averment made in paragraph 6 of the further 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 all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. (S. J. Kathawalla, J)