IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.415 OF 2009 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Mulox Sacks Private Limited AND IN THE MATTER of the Scheme of Amalgamation of Mulox Sacks Private Limited with Technocraft Industries (India) Limited. Mulox Sacks Private Limited ) A Company incorporated under the provisions ) of the Companies Act, 1956 and having its ) registered office at A-25, MIDC, Road No. 3, ) Marol Industrial Area, Andheri East, ) Mumbai – 400 093 )…Applicant Called for Directions Coram: S. J. Vazifdar, J Date: 3RD April, 2009 Mr. Nayan Rawal for Applicant 2 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Nayan Rawal, Advocate for Applicant Company, AND UPON READING the Affidavit dated 24th. February 2009 of Mr. Manoj Jain, the Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: - 1. That the convening and holding of the meeting of the Equity Shares holders of the Applicant Company, for the purpose of considering and, if thought fit approving, the Scheme of Amalgamation of, Mulox Sacks Private Limited, the Transferor Company with Technocraft Industries (India) Limited, the Transferee Company is dispensed with, as all the Equity Shareholders of the Applicant have given their consent in writing to the Scheme, which are annexed as Exhibits "L- 1 and L-2” to the Affidavit in support of the Summons for Directions. 2. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 6 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise; 3 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, the Scheme of Amalgamation of, the Transferor Companies namely, Mulox Sacks Private Limited with the Transferee Company, namely, Technocraft Industries (India) Limited, being dispensed with, in view of the consent in writing given by 1 out of 2 unsecured creditors the Applicant company and in view of the averments made in paragraph 22 of the Affidavit in support of the Summons for Direction. The Applicant undertake either to obtain the consent of the remaining one unsecured creditor before filing Petition for sanctioning the scheme or to give individual notice of date of Hearing of Petition ‘Registered Post AD’ to the said unsecured creditor. 4. That in view of the Judgment passed by this Hon’ble High Court in Mahaamba Investments Limited vs. IDI Limited (105 Co. Cases 16), and in view of averments made in paragraph 22 of the Affidavit in support of the Summons for Directions, the filing of separate Application and Petition under Section 391 to 394 of the Companies Act, 1956 by the Transferee Company is not necessary and the same is dispensed with. Company Judge