IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 509 OF 2011 In the matter of the Companies Act, I of 1956; And In the matter of Sections 391 and 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Surat Enterprises Private Ltd. With K. Girdharlal International Ltd. Surat Enterprises Private Ltd., ) a Company incorporated under ) the Companies Act, 1956 ) and having its Registered Office at ) 1003, Pancharatna, Opera House, ) Mumbai 400 004 ) … Applicant/Transferor Company CALLED SUMMONS FOR DIRECTIONS Coram: S. C. Dharmadhikari, J Date: 20th August 2011 Mrs. Annapoorna Seshadri i/b Narayanan & Narayanan, Advocates for the Applicant/Transferor Company 2 MINUTES OF THE ORDER UPON READING the application of the Applicant/Transferor Company abovenamed by a Summons for Directions AND UPON HEARING Mrs. Annapoorna Seshadri i/b Narayanan & Narayanan, Advocates for the Applicant/Transferor Company AND UPON READING the Affidavit dated 20th April 2011 of Mr. Parag Kishore Shah, Director of the Applicant/Transferor Company in support of the Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:- (1) That convening and holding the meeting of the Equity Shareholders of the Applicant/Transferor Company for the purpose of approving the proposed Scheme of Amalgamation between Surat Enterprises Private Ltd., the Applicant/Transferor Company and K. Girdharlal International Ltd., the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders which are annexed as Exhibits “G-1” to “G-19” to the Affidavit in support of the Summons for Directions. (2) That the Applicant/Transferor Company has no Secured Creditors as stated in paragraph 17 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding a meeting of the Secured Creditors, for the purpose of approving the proposed Scheme of Amalgamation between Surat Enterprises Private Ltd., the Applicant/Transferor Company and K. Girdharlal International Ltd., the Transferee Company does not arise. 3 (3) That convening and holding the meeting of the Unsecured Creditors of the Applicant/Transferor Company, for the purpose of approving the proposed Scheme of Amalgamation between Surat Enterprises Private Ltd., the Applicant/Transferor Company and K. Girdharlal International Ltd., the Transferee Company is dispensed with in view of the consents given by all the Unsecured Creditors which are annexed as Exhibits “J-1” to “J-7” to the Affidavit in support of the Summons for Directions. (S. C. Dharmadhikari J.)