IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.588 OF 2009 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 Jatayu Investments Limited (‘the Transferor Company’) with ELF Trading and Chemicals Manufacturing Limited (‘the Transferee Company’) and Their Respective Shareholders. JATAYU INVESTMENTS LIMITED , a company incorporated under the Companies Act, 1956 and having its registered office at 202 / 203 Magnum Opus, Shantinagar Industrial Estate, Vakola, Santacruz East, Mumbai - 400 055. ) ) ) ) )………… … Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar, J. Date: 8th day of May, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant 1 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 29th day of April, 2009 of Mrs. Ruchi Ritesh Kotak, Authorised Signatory, 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 Jatayu Investments Limited , the Applicant Company / the Transferor Company to consider, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of Jatayu Investments Limited (‘the Transferor Company’) with ELF Trading and Chemicals Manufacturing Limited(‘the Transferee Company’) 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 H1 to H7 to the Affidavit in support of the Summons for Directions. 2) There are no Secured Creditors of the Applicant Company as mentioned in paragraph 15 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 2 3) That convening and holding of the meeting of the Unsecured Creditors of Jatayu Investments Limited , the Applicant Company / the Transferor Company, for considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Jatayu Investments Limited (‘the Transferor Company’) with ELF Trading and Chemicals Manufacturing Limited(‘the Transferee Company’) and their respective shareholders, is dispensed with in view of the consent given by the Unsecured Creditors of the Applicant Company, which is annexed as Exhibit J1 to J2 to the affidavit in support of the Summons for Directions. 4) That the filing of a separate Application and Petition by ELF Trading and Chemicals Manufacturing Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 18, 19 and 20 of the affidavit in support of the Summons for Direction. Company Judge 3