IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1647 OF 2008 Called Summons for Direction Coram : A. M. Khanwilkar J. Date : 12 th December, 2008 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 Fullerton Enterprises Private Limited (‘the Transferor Company’) with Fullerton India Credit Company Limited (‘the Transferee Company’) and their Respective Shareholders . FULLERTON ENTERPRISES PRIVATE LIMITED , a company incorporated under Companies Act, 1956 and having its registered office at 1st Floor, Mirchandani Business Park, Andheri Kurla Road, Saki Naka, Andheri (East), Mumbai – 400072. ) ) ) ) ) … Applicant Company Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 2nd day of December, 2008 of Mr. Manish Jaiswal, Senior Vice President Sales and Mr. Pankaj Malik, Vice President Finance, the Joint Authorised Signatories of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. THAT convening and holding of the meeting of the Equity Shareholders of Fullerton Enterprises Private Limited, the Applicant / Transferor Company to consider, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of Fullerton Enterprises Private Limited with Fullerton India Credit Company Limited and their Respective Shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits D1 and D2 to the Affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of Fullerton Enterprises Private Limited , the Applicant / Transferor Company as mentioned in paragraph 16 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. The convening and holding of the meeting of the Unsecured Creditors of Fullerton Enterprises Private Limited, the Applicant / Transferor Company, for considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Fullerton Enterprises Private Limited, the Transferor Company with Fullerton India Credit Company Limited the Transferee Company and their Respective Shareholders is dispensed with in view of the averments made in paragraph 17 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition upon all its Unsecured Creditors by Registered Post A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi circulated in Mumbai. The undertaking is accepted. Company Judge