1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.381 OF 2009 IPH India Private Limited, a Company } Incorporated under the provisions of } Companies Act, 1956 having its Registered } Office at ICC Chambers, Saki Vihar Road, }…Applicant Company Powai, Mumbai - 400 072 Called Summons for Direction Coram: S.J. Vazifdar J Date: 3rd day of April 2009 Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi Advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of March 2009 of Mr. Sanjeevkumar Walchand Karkamkar, Director of the Applicant Company in support of Summons for Directions, IT IS ORDERED:- 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 Scheme of Amalgamation of IPH India Private Limited with Multi-Act Trade and Investments Private Limited and their respective shareholders 2 1) That convening and holding the meeting of the Equity Shareholders of IPH India Private Limited, the Applicant Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of IPH India Private Limited, the Applicant/Transferor Company with Multi- Act Trade and Investments Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consent’s given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘F1’ & ‘F2’ to the Affidavit in respect of the Summons for Directions. 2) That convening and holding the meeting of Unsecured Creditors of IPH India Private Limited, the Applicant Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of IPH India Private Limited, the Applicant/Transferor Company with Multi- Act Trade and Investments Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph twenty one of the Affidavit in support of the Summons for Directions. 3) There are no Secured Creditors in IPH India Private Limited, the Applicant Company, as mentioned in paragraph twenty five of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4) That in view of averments made in paragraphs twenty two and twenty three of the affidavit in Support of Summons for Directions, the Transferee Company is not required to file Company Application and Petition for sanctioning the Scheme of Amalgamation of IPH India Private Limited, the Applicant/Transferor 3 Company with Multi-Act Trade and Investments Private Limited, the Transferee Company. (S. J. Vazifdar, J)