1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.774 OF 2011 In the matter of the Companies Act, 1956; And In the matter of sections 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of: Eldiar India Private Limited With Depa India Private Limited Eldiar India Private Limited ) a company incorporated under the Companies ) Act, 1956 having its registered office at 601, ) A’ Wing, Sagar Tech Plaza, ) Andheri-Kurla Road, Sakinaka, ) Andheri East, Mumbai – 400 072 )..…Applicant Called Summons for Direction. Coram: S.C Dharmadhikari, J. Date: 16th December 2011 2 Mr. S. L. Shah i/b Shah Legal, Advocate for Applicant MINUTES OF THE ORDER UPON the application of the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. S. L. Shah i/b Shah Legal, Advocates for the Applicant Company AND UPON reading the Affidavit dated 29th September 2011 of Mr. Sudhir Babu, Authorized Signatory of the Applicant in support of Summons for Direction and Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, for approving, with or without modifications, the arrangement embodied in the proposed Scheme of Amalgamation between Eldiar India Pvt Ltd and Depa India Pvt Ltd is 3 dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibit J-1 and J-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 20 (a) of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. The convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modifications, the proposed Scheme of Amalgamation between Eldiar India Pvt Ltd and Depa India Pvt Ltd is dispensed with in view of the consents 4 given by both the Unsecured Creditors which are annexed as Exhibit K – 1 and K – 2 to the Affidavit in support of the summons for Direction. (S. C. Dharmadhikari, J.)