IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 452 OF 2010 In the matter of the Companies Act, 1956; AND In the matter of Sections 391 and 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation involving : i.Amalgamation of Merchant Overseas Private Limited with Akhand Anand Holdings Private Limited. ii.Amalgamation of Bella Holdings Private Limited with Akhand Anand Holdings Private Limited. iii.Amalgamation of Marvel Investment and Trading Company Private Limited with Akhand Anand Holdings Private Limited. iv.Amalgamation of Udyat Investments Company Private Limited with Akhand Anand Holdings Private Limited. All the said Companies having their Registered Office at 24 Shreyas, Madame Cama Road, Mumbai 400 021. Marvel Investment and Trading Company ) Private Limited Limited a company incorporated ) under the provisions of the Companies Act, 1956, ) having its Registered Office at 24 Shreyas, ) Madame Cama Road, Mumbai 400 021. ). Applicant. 2 Called Summons for Direction Coram; S. J. Vazifdar J. Date: 2nd July, 2010. Mr. Rohaan Cama i/b Vigil Juris, Advocates for Applicant MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. Rohaan Cama i/b Vigil Juris, Advocates for Applicant and UPON reading the Affidavit dated 13th May, 2010 of Mrs Madhurika Merchant, Director for Applicant Company in Support of Summons for Direction and the 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 approving, with or without modification, the proposed Scheme of Amalgamation involving:, (i)Amalgamation of Merchant overseas Private Limited with Akhand Anand Holdings Private Limited, (ii) Amalgamation of Bella Holdings Private Limited with Akhand Anand Holdings Private Limited, (iii) Amalgamation of Marvel Investment and Trading Company Private Limited with Akhand Anand Holdings Private Limited and (iv) 3 Amalgamation of Udyat Investments Company Private Limited with Akhand Anand Holdings Private Limited, is dispensed with, in view of the Consents in writing given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “H” and Exhibit “I” to the affidavit in support of Summons of Direction. 2. That the Convening and holding the meeting of the Preference Shareholders of the Applicant Company, for the purpose of considering, and if thought fit approving, with or without modification, the proposed Scheme of Amalgamation involving, (i)Amalgamation of Merchant overseas Private Limited with Akhand Anand Holdings Private Limited, (ii) Amalgamation of Bella Holdings Private Limited with Akhand Anand Holdings Private Limited, (iii) Amalgamation of Marvel Investment and Trading Company Private Limited with Akhand Anand Holdings Private Limited and (iv) Amalgamation of Udyat Investments Company Private Limited with Akhand Anand Holdings Private Limited, is dispensed with, in view of the Consents in writing given by both the Preference Shareholders of the Applicant Company, which are annexed as Exhibit “J” and Exhibit “K” to the affidavit in support of Summons of Direction. 3. There are no Secured Creditors of the Applicant Company as mentioned in Paragraph 31 of the Affidavit in 4 Support of Summons for Direction. Hence, the question of Convening and holding the meeting of Secured Creditors does not arise. 4. 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, with or without modification, the proposed Scheme of Amalgamation is dispensed with, in view of the Consent in writing given by both the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit “M” to the affidavit in support of Summons of Direction. (S. J. Vazifdar, J.)