IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 790 OF 2010 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956 AND IN THE MATTER of The Swadeshi Chemicals Private Limited AND IN THE MATTER of the Scheme of Amalgamation of Extraordinaire Properties Private Limited and Finvestco Investment Private Limited and Heminishi Investment Private Limited and Shree Profiles Private Limited and The Swadeshi Chemicals Private Limited with Anand Investment Private Limited. The Swadeshi Chemicals Private Limited, ) a company incorporated under the ) Companies Act, 1956 and having ) its registered office at 70, Nagindas ) Master Road, Fort, Mumbai – 400023 ) … Applicant Called Summons for Direction Coram: S. J. Vazifdar, J. Date: 3rd December, 2010. Mr. Yogesh Adhia, Advocate for the Applicant -2- MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Yogesh Adhia, Advocate for Applicant Company, AND UPON READING the Affidavit dated 25th November 2010 of Mr. Jayesh Merchant, the Authorised representative of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit approving, the Scheme of Amalgamation of the Transferor Companies, namely, Extraordinaire Properties Private Limited, Finvestco Investment Private Limited, Heminishi Investment Private Limited, Shree Profiles Private Limited and The Swadeshi Chemicals Private Limited, with the Transferee Company, namely, Anand Investment Private Limited, is dispensed with, as all the Equity Shareholders of the Applicant have given their consents in writing to the Scheme, which are annexed as Exhibits "AA-1" to “AA-10” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured and Unsecured Creditors of the Applicant Company, as stated in paragraph 39 of the Affidavit in -3- support of the Summons for Direction. Hence, the question of convening and holding the meeting of the Secured and Unsecured Creditors does not arise. 3. In view of the Judgment passed by this Court in Mahaamba Investments Limited vs. IDI Limited [(2001)105 Co. Cases 16], and in view of the averments made in paragraph 42 of the Affidavit in support of the Summons for Direction, the filing of separate proceedings under Section 391 to 394 of the Companies Act, 1956, by Anand Investment Private Limited, the Transferee Company, is dispensed with. (S. J. Vazifdar, J.)