IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 51 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Section 391 to Section 394 of the Companies Act, 1956 AND In the matter of ELITE COMMOTRADE PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN ELITE COMMOTRADE PRIVATE LIMITED (ECPL) … Transferor Company AND MADHUBAN INN PRIVATE LIMITED (MIPL) …Transferee Company ELITE COMMOTRADE PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at CST no 12374\6 plot no 40, Kojagiri Seven Hills, Ahinsa Nagar, Jalna Road, Aurangabad-431001 … Applicant / Transferor Company Called Summons for Direction Coram: S.C. Dharmadhikari, J. Date : 28th January, 2011 2 Mr. NaserAli Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of Elite Commotrade Private Limited, the Applicant above named by Summons for Direction AND UPON hearing Mr. NaserAli Rizvi, Advocate for the Company AND UPON reading the Affidavit dated 18th January, 2011 of Mr. Anil Dhawale, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders, of the Applicant / Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Elite Commotrade Private Limited, the Applicant / Transferor Company with Madhuban Inn Private Limited, the Transferee Company, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant / Transferor Company, which are annexed as Exhibits “J-1” and “J-2” to the Affidavit – in – Support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors of the Applicant Company, as stated in paragraphs 21 and 22 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise. 3 3. That in view of the averments made in paragraph 29 of the Affidavit in Support of Summons for Direction, the requirement of filing of the separate Company Summons for Direction and Company Scheme Petition to obtain sanction of this Court to the present Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 by Madhuban Inn Private Limited, the Transferee Company, is dispensed with. (S.C. Dharmadhikari, J.)