1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 708 OF 2010 In the matter of Sections 391 & 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of 1. UNITED SPRING BED COMPANY PRIVATE LTD. WITH 2. FURNITURE KRAFT INTERNATIONAL PRIVATE LTD. UNITED SPRING BED COMPANY PRIVATE LTD 44 New Kazi Street Chandiwala Building, Null Bazaar, MUMBAI Maharashtra-400003………………..…..……………............APPLICANT (TRANSFEROR COMPANY) Called Summons for Direction: CORAM : S. J. Kathawalla J. Dated : 29th October, 2010 Mr. Kedar Wagle, Advocate for the Applicant MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr.Kedar Wagle, Advocate for 2 Applicant abovenamed AND UPON READING the Affidavit dated 6th August, 2010 of HOZEFA K, Authorized Signatory of the Applicant in support of the Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED :- 1) THAT the convening and holding of the meeting of the Equity Shareholders of United Spring Bed Company Private Limited, the Applicant Company, for the purpose of considering and if thought fit, approving the Scheme of Amalgamation of United Spring Bed Company Private Limited, the Transferor Company with Furniture Kraft International Private Limited, the Transferee Company, is dispensed with in view of the consents in writing given by all the shareholders of the Applicant Company to the proposed Scheme of Amalgamation which are annexed as Exhibit “ K-1 to K-11” to the Affidavit in support of the Summons for Direction. 2) There are no Secured or Un-Secured of 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 Creditors does not arise. 3) THAT convening and holding of meeting of the Sundry Creditors of the Applicant Company is dispensed with in view of the 3 consents given by all the Sundry Creditors which are annexed as Exhibit “I-1 to I-6” said Affidavit and in view of the averments made in paragraph 30 of the said Affidavit. The Applicant undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D to all the Sundry Creditors whose consent letters are under office objections. The undertaking is accepted. (S. J. Kathawalla. J)