IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1208 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956) And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of SBI Factors and Commercial Services Private Limited, a private limited company incorporated and registered under the provisions of the Companies Act, 1956, And In the matter of the Scheme of Amalgamation of SBI Factors and Commercial Services Private Limited (the Transferor Company) with Global Trade Finance Limited (the Transferee Company). SBI Factors and Commercial Services Private Limited,) a private limited company incorporated and ) registered under the provisions of the ) Companies Act, 1956 and having its ) registered office at 903-906, Raheja Chambers, ) 9th Floor, Free Press Journal Marg, ) Nariman Point, Mumbai -400 021, Maharashtra ) ..... Applicant Called Summons for Direction Coram : Dr. D.Y. Chandrachud, J. Date: 20th November, 2009 Mr. Manish N. Rajani with Ms. Sohana Islam i/b M/s ALMT Legal for Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant abovenamed by a Summons for Directions AND UPON HEARING Mr. Manish N. Rajani and Ms. Sohana Islam instructed by ALMT Legal, Advocates for the Applicant, AND UPON READING the Affidavit dated 16th day of October, 2009 and 6th day of November, 2009, of Mr. Ashok Kumar Damodarbhai Kapadia, Senior Vice President and CFO of the Applicant, in support of Summons for Directions, IT IS ORDERED: 1) That the convening and holding the meeting of the Equity Shareholders of SBI Factors and Commercial Services Private Limited, the Applicant / Transferor Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between SBI Factors and Commercial Services Private Limited, the Applicant / Transferor Company, and Global Trade Finance Limited, the Transferee Company, and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant, which are annexed as Exhibits ‘I-1’ to ‘I-7’ to the Affidavit in support of the Summons for Directions. 2 2) That the convening and holding of the meeting of the Secured Creditors of SBI Factors and Commercial Services Private Limited, the Applicant / Transferor Company, for considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between SBI Factors and Commercial Services Private Limited, the Applicant / Transferor Company and Global Trade Finance Limited, the Transferee Company, and their Secured Creditors, is dispensed with in view of the consents given by all the Secured Creditors of the Applicant, which are annexed as Exhibits ‘K-1’ to ‘K-3’ to the Affidavit in support of the Summons for Directions. 3) That the convening and holding of the meeting of the Unsecured Creditors of SBI Factors and Commercial Services Private Limited, the Applicant / Transferor Company, for considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between SBI Factors and Commercial Services Private Limited, the Applicant / Transferor Company and Global Trade Finance Limited, the Transferee Company, and their Unsecured Creditors, is dispensed with in view of the consents given by the majority of the Unsecured Creditors representing 93.33% in number and 99.31% in value of the Unsecured Creditors of the Applicant, which are annexed as Exhibits ‘L-1’ to ‘L-11’ to 3 the Affidavit dated 16th day of October, 2009 and Exhibit ‘A’ to the Additional Affidavit dated 6th day of November 2009, in support of the Summons for Directions. The Applicant undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to its remaining Unsecured Creditors whose consent are not obtained and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi, both circulated in Mumbai. The said undertaking is accepted. (Dr. D. Y. Chadrachud, J.) 4