IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 453 OF 2011. In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation of RADHAKRISHNA FOODLAND CARRIERS PRIVATE LIMITED AND FOODLAND RETAIL SOLUTIONS PRIVATE LIMITED AND ARKSOFT ENTERPRISE PRIVATE LIMITED WITH RADHAKRISHNA FOODLAND PRIVATE LIMITED ARKSOFT ENTERPRISE PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at Radhakrishna Housemajiwade, Villege Road, Majiwade, Thane, Maharashtra - 400601. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 22nd July, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit 1 dated 24th June, 2011 of Mr. Hitesh Reshamwala, Director of the Applicant Company, in support of the 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 to consider and approve the proposed Scheme of Amalgamation of RADHAKRISHNA FOODLAND CARRIERS PRIVATE LIMITED, the First Transferor Company and FOODLAND RETAIL SOLUTIONS PRIVATE LIMITED, the Second Transferor Company and ARKSOFT ENTERPRISE PRIVATE LIMITED, the Applicant / Third Transferor Company with RADHAKRISHNA FOODLAND PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” and “G-2” to the Affidavit in support of Summons for Direction. 2. That there are no Secured and unsecured Creditors (except Unsecured Loan Creditors) of the Applicant Company as stated in paragraph 25 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured loan Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of RADHAKRISHNA FOODLAND CARRIERS PRIVATE LIMITED, the First Transferor Company and FOODLAND RETAIL SOLUTIONS PRIVATE LIMITED, the Second Transferor Company and 2 ARKSOFT ENTERPRISE PRIVATE LIMITED, the Applicant / Third Transferor Company with RADHAKRISHNA FOODLAND PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consent given by sole Unsecured Loan Creditor of the Applicant Company, which is annexed as Exhibit “H-1” to the Affidavit in support of Summons for Direction. 4. That the filing of the separate proceedings/application/petition under Sections 391 to 394 of the Companies Act, 1956 by RADHAKRISHNA FOODLAND PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in Paragraph 27 and 28 of the Affidavit in support of the Summons for Direction. (S. J. Kathawalla, J) 3