1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.779 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 Scheme of Amalgamation of ULTIMATE ELECTRONICS PRIVATE LIMITED AND GIANT SALES & SERVICES PRIVATE LIMITED AND KEYSTONE APPLIANCES PRIVATE LIMITED AND AUTOCOP SECURITY SOLUTION PRIVATE LIMITED AND AUTOCOP COBRA AUTO SECURITY PRIVATE LIMITED WITH AUTOCOP (INDIA) PRIVATE LIMITED GIANT SALES & SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 27, Krishna Baug, 2nd Floor, Parsiwada, Opp V. P. Road, Police Station, Mumbai -400 004. ) ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 23rd December, 2011 2 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 13th December, 2011 of Mr. Umesh Deshpande, 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 ULTIMATE ELECTRONICS PRIVATE LIMITED, the First Transferor Company and GIANT SALES & SERVICES PRIVATE LIMITED, the Applicant / Second Transferor Company and KEYSTONE APPLIANCES PRIVATE LIMITED, the Third Transferor Company and AUTOCOP SECURITY SOLUTION PRIVATE LIMITED, the Fourth Transferor Company and AUTOCOP COBRA AUTO SECURITY PRIVATE LIMITED, the Fifth Transferor Company with AUTOCOP (INDIA) PRIVATE LIMITED, The Transferee Company, is dispensed with in view of the consents given by both Equity Shareholders of the Applicant Company, which are 3 pannexed as Exhibits “C-1” and “C-2” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 35 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 of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of ULTIMATE ELECTRONICS PRIVATE LIMITED, the First Transferor Company and GIANT SALES & SERVICES PRIVATE LIMITED, the Applicant / Second Transferor Company and KEYSTONE APPLIANCES PRIVATE LIMITED, the Third Transferor Company and AUTOCOP SECURITY SOLUTION PRIVATE LIMITED, the Fourth Transferor Company and AUTOCOP COBRA AUTO SECURITY PRIVATE LIMITED, the Fifth Transferor Company with AUTOCOP (INDIA) PRIVATE LIMITED, The Transferee Company is dispensed with in view of the averments made in paragraph 36 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and 4 translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J)