IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 191 OF 2010 IN THE MATTER OF THE COMPANIES ACT, 1956; A N D IN THE MATTER OF SECTION 391 & 394 OF THE COMPANIES ACT, 1956; A N D IN THE MATTER OF SHAMAN CARS INDIA PRIVATE LIMITED A N D IN THE MATTER OF SCHEME OF AMALGAMATION OF SHAMAN CARS INDIA PRIVATE LIMITED W I T H SHAMAN AUTOMOBILES PRIVATE LIMITED SHAMAN CARS INDIA PRIVATE LIMITED ) a Company duly registered under the ) Companies Act, 1956, and having its ) Registered Office at 501, Janmabhoomi Chambers ) 29, W.H.Marg, Ballard Estate ,Mumbai 400 038 )...APPLICANT -2- Called Summons For Direction Coram: S. J. KATHAWALLA J Date : 26TH MARCH, 2010 Mr.Nimish G. Pandya i/b Pandya & Co ,Advocate for Applicant MINUTES OF ORDER Upon the Application of the Applicant Company i.e. SHAMAN CARS INDIA PRIVATE LIMITED abovenamed,by a Summons for Direction AND UPON HEARING MR NIMISH G. PANDYA i/b PANDYA & CO , Advocate for the Applicant / Transferor Company AND UPON READING the affidavit dated 15th March, 2010 of Shri Jatin M.Sheth , Director of the Applicant / Transferor Company in support of the Summons For Direction and the Exhibits thereto referred to , IT IS ORDERED : 1. That convening and holding the meeting of the Equity Shareholders of the Applicant /Transferor company i.e. SHAMAN CARS INDIA PRIVATE LIMITED , for the purpose of considering if thought fit and approving, with or without modification ,the Scheme of Amalgamation of SHAMAN CARS INDIA PRIVATE LIMITED (Applicant/ Transferor Company) WITH SHAMAN AUTOMOBILES PRIVATE LIMITED (Transferee Company), is dispensed with in view of the consents in writing given by all the Equity Shareholders, which are annexed as Exhibits “G-1 TO G-4” to the affidavit in support of the Summons For Direction. 2. There are no Preference shareholders in SHAMAN CARS INDIA PRIVATE LIMITED , the Applicant/ Transferor Company as mentioned in Paragraph Nos.22 of the Affidavit in Support of Summons For Direction . Hence, the question of convening and holding the meetings of Preference Shareholders does not arise . 3. That convening and holding the meeting of the Secured Creditors of the Transferor/Applicant company i.e. SHAMAN CARS INDIA PRIVATE LIMITED , for the purpose of considering if thought fit and approving, with or without modification ,the Scheme of Amalgamation of SHAMAN CARS INDIA PRIVATE LIMITED (Applicant/ Transferor Company) WITH SHAMAN AUTOMOBILES PRIVATE LIMITED (Transferee Company), is dispensed with in view of the consents in writing given by 5 out of 6 , representing 83.33% in number and 95.33% in value of the Secured Creditors of the Applicant /Transferor Company i.e. SHAMAN CARS INDIA PRIVATE LIMITED , which are annexed as Exhibits “I-1 to I-5” to the affidavit in support of the Summons For Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to the only Secured creditor whose consent has not been received. The undertaking is accepted. 4. That convening and holding the meeting of the Unsecured and Sundry Creditors of the Transferor/Applicant company i.e. SHAMAN CARS INDIA PRIVATE LIMITED for the purpose of considering if thought fit and approving, with or without modification ,the Scheme of Amalgamation of SHAMAN CARS INDIA PRIVATE LIMITED (Applicant/ Transferor Company) WITH SHAMAN AUTOMOBILES PRIVATE LIMITED (Transferee Company),is dispensed with in view of the consents in writing given by 88 out of 171 representing 51.46% in number and 89.18% in value of the Unsecured and sundry Creditors of the Applicant /Transferee Company i.e. SHAMAN CARS INDIA PRIVATE LIMITED , which are annexed as Exhibits “K-1 to K-88” to the affidavit in support of the Summons For Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to all the Unsecured and Sundry creditors whose consents have not been received. The undertaking is accepted. (S. J. KATHAWALLA J.)