1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1009 OF 2009 In the matter of: The Companies Act, 1956; AND In the matter of: Sections 391 to 394 of the Companies Act, 1956; AND In the matter of: Trident Marbles Pvt. Ltd., an existing company under the provisions of the Companies Act 1956, and having its Registered office at Airport Side Services Road, Western Express Highway, Vile Parle (E), Mumbai-400099 AND In the matter of: The Scheme of amalgamation of Trident Marbles Pvt. Ltd, an existing company under the provisions of the Companies Act 1956, and having its Registered office at Airport Side Services Road, Western Express Highway, Vile Parle (E), Mumbai-400099 (“Transferor Company” or “Applicant Company”) and Asia Pacific Marbles Pvt. Ltd., an existing company under the provisions of the Companies Act 1956, and having its Registered office at Airport Side Services Road, Western Express Highway, Vile Parle (E), Mumbai-400099 (The Transferee company”) Trident Marbles Pvt. Ltd., an existing company ) under the provisions of the Companies Act 1956, ) and having its Registered office at Airport Side ) Services Road, Western Express Highway, ) Vile Parle (E), Mumbai-400099. ) ……………Applicant Company 2 CALLED SUMMONS FOR DIRECTIONS Coram : S. J. Kathawalla, J Dated: 1st October 2009 Mr. Samji Joseph, i/b Lawwell & Chartered, Advocates for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company above named by the Summons for Direction AND UPON HEARING Mr. Samji Joseph instructed by Lawwell & Chartered, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 20th August 2009 of Mr. Rajesh Agarwal, the Director of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation between Trident Marbles Pvt. Ltd., the applicant company and Asia Pacific Marbles Pvt. Ltd, the transferee Company is dispensed with in view of the consent letters given by all the Equity shareholders of the Company which are annexed as Exhibits: No.C-2 to C-19 to the Affidavit in support of the Summons for Directions. 2. That the convening and holding of the meeting of the Unsecured Creditors of the applicant Company for the purpose of considering and, if thought fit, 3 approving, with or without modification(s), the Scheme of Amalgamation between Trident Marbles Pvt. Ltd., the applicant company and Asia Pacific Marbles Pvt. Ltd, the transferee Company is dispensed with in view of the consent letters given by 7 out of 8 unsecured creditors, representing 87.5% in number and 99% in value, which are annexed as Exhibits: D-2 to D-8 to the Affidavit in support of the Summons for Directions. 3. That the convening and holding of the meeting of the secured creditors of the applicant company including the meeting(s) for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme is dispensed with in view of the view of the consent letters given by 1 out of 2 unsecured creditors, representing 50% in number and 90% in value, which are annexed as Exhibit E-2 to the Affidavit in support of the Summons for Directions. 4. Certified copy expedited. (S. J. KATHAWALLA, J)