1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 615 OF 2011. 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 the Scheme of Amalgamation between POSITRON INVESTMENTS PRIVATE LIMITED, the First Transferor Company AND FOISON INVESTMENTS PRIVATE LIMITED, the Second Transferor Company WITH NAZARETH INVESTMENTS AND FINANCE PRIVATE LIMITED, the Transferee Company NAZARETH INVESTMENTS AND FINANCE PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at 139/140 B, Junction of Sahar Road, & W.E. Highway, Bahar Cinema, Vile Parle (East), Mumbai -400 057. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date : 14th October, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s .Rajesh 2 Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 30th September, 2011 of Mr. Yashpal Sabharwal, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, 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 Scheme of Amalgamation between POSITRON INVESTMENTS PRIVATE LIMITED, the First Transferor Company and FOISON INVESTMENTS PRIVATE LIMITED, the Second Transferor Company with NAZARETH INVESTMENTS AND FINANCE PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “I-1” and “I-2” to the Affidavit in support of Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 20 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between POSITRON INVESTMENTS PRIVATE LIMITED, the First Transferor Company and FOISON INVESTMENTS PRIVATE LIMITED, the Second Transferor Company with NAZARETH INVESTMENTS AND FINANCE PRIVATE LIMITED, the Applicant / 3 Transferee Company is dispensed with in view of the consents given by both the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “J-1” and “J-2” to the Affidavit in support of Summons for Direction. (S. C. Dharmadhikari, J)