IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1457 OF 2008 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Hitaishi Securities Private Limited AND IN THE MATTER of the Scheme of Amalgamation of Hillshore Leafin & Investment Private Limited and Hitaishi Securities Private Limited and Jewel Millennium Investment & Trading Private Limited and Laxmi Holdings Private Limited with Shivum Holdings Private Limited Hitaishi Securities Private Limited ) A Company incorporated under the provisions ) of the Companies Act, 1956 and having its ) registered office at 2, Gokul Kunj Plot No. 717 ) Dandpada, 1st Road Khar (W) Mumbai- 400052 ) … Applicant Called Summons for Directions Coram : A. M. Khanwilkar, J Date: 17 th October 2008 Mr. Yogesh Adhia for Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Yogesh Adhia, 1 Advocate for Applicant Company, AND UPON READING the Affidavit dated 3rd October 2008 of Mr. Rajendra Kumar Sharma, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: - 1. That the convening and holding of the meeting of the Equity Shares holders of the Applicant Company for the purpose of considering and, if thought fit approving, the Scheme of Amalgamation of, the Transferor Companies, namely, Hillshore Leafin & Investment Private Limited and Hitaishi Securities Private Limited and Jewel Millennium Investment & Trading Private Limited and Laxmi Holdings Private Limited with Shivum Holdings Private Limited , the Transferee Company, is dispensed with, as all the Equity shareholders of the Applicant have given their consent in writing to the Scheme, which are annexed as Exhibits "H-1" to “H-4” to the Affidavit in support of the Summons for Directions. 2. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 36 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meetings of the Secured Creditors does not arise. 2 3. That the convening and holding the meeting of the unsecured creditors of the Applicant Company for the purpose of considering and, if thought fit approving the Scheme of Amalgamation of, the Transferor Companies, namely, Hillshore Leafin & Investment Private Limited and Hitaishi Securities Private Limited and Jewel Millennium Investment & Trading Private Limited and Laxmi Holdings Private Limited with Shivum Holdings Private Limited, the Transferee Company, is dispensed with, in view of the written consent the only unsecured creditor to the Scheme of Amalgamation annexed as Exhibit "J” to the Affidavit in support of the Summons for Directions. Company Judge 3