1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 334 OF 2010 In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Aradhana Multitrade Private Limited and Sangam Shares Private Limited with Rajrani Steel Casting Private Limited and their Respective Shareholders. Sangam Shares Private Limited , a } Company incorporated under the provisions } Of Companies act, 1956 having its registered } Office at at 242, Sancha Galli, M.J. Market, } Kalbadevi, Mumbai 400002 . }…… Applicant Called for Summons for Direction Coram: S. J. Kathawalla J. Date: 7th May, 2010 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 Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 25th day of April, 2010 of Mr. Jagdish Raman, Authorised Signatory of the Applicant Company, in support of Company Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding of the meeting of the Equity Shareholders of Sangam Shares Private Limited, the Applicant Company /Second Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Arrangement embodied in the Scheme of Amalgamation of Aradhana Multitrade Private Limited and Sangam Shares 2 Private Limited with Rajrani Steel Casting Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of consents given by all the equity shareholders of the Applicant Company, which are annexed as Exhibits C1 & C2 to the affidavit in support of the Company Summons for Directions. 2) That the convening and holding of meeting of the Unsecured Creditors of Sangam Shares Private Limited, the Applicant Company/ Second Transferor Company to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Aradhana Multitrade Private Limited and Sangam Shares Private Limited with Rajrani Steel Casting Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of averments made in paragraph twenty six of the affidavit in support of Company Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors and also undertakes to publish the notice of hearing of the Petition in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated in Mumbai. Publication in Maharashtra Government Gazette is dispensed with. The said undertaking is accepted. 3) That there are no Secured Creditors in Sangam Shares Private Limited, the Applicant Company / Second Transferor Company, as on date, as mentioned in paragraph twenty seven of the affidavit in support of Company Summons for Directions and hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S.J. KATHAWALLA J)