1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 265 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 (1) Avishkar Investments & Trading Private Limited, (2) Dirdh Commercials Private Limited, (3) Entity Communications Private Limited, (4) Evershine Traders Private Limited, (5) Kunjvan Texfab Private Limited and (6) Pritika Traders Private Limited with Uditi Mercantile Private Limited Dirdh Commercials Private Limited, ) a company incorporated under the Companies Act, ) 1956 and having its registered office at ) 505, Dalamal House, 5th Floor, 206, ) Nariman Point, Mumbai - 400 021, Maharashtra ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram : S.J. Vazifdar, J. Date : 6th May, 2011 Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company. 2 MINUTES OF THE ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th March 2011 of Shri Hitesh M. Vora, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- [1] That in view of the Applicant Company having obtained the consents in writing of all its Equity Shareholders, which are annexed as Exhibits “B1” to “B3” to the Affidavit in Support of the Summons for Direction, the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Avishkar Investments & Trading Private Limited, Dirdh Commercials Private Limited, Entity Communications Private Limited, Evershine Traders Private Limited, Kunjvan Texfab Private Limited and Pritika Traders Private Limited (collectively the “Transferor Companies”) with Uditi Mercantile Private Limited (the “Transferee Company”) is dispensed with; [2] That the Applicant Company has no Preference Shareholders, as stated in Paragraph 17 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding the meeting of Preference Shareholders does not arise; (3) That the Applicant Company has no Secured Creditors, as stated in Paragraph 18 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise; 3 [4] That in view of the averments made in Paragraph 19 of the Affidavit in Support of the Summons for Direction, the convening and holding of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Avishkar Investments & Trading Private Limited, Dirdh Commercials Private Limited, Entity Communications Private Limited, Evershine Traders Private Limited, Kunjvan Texfab Private Limited and Pritika Traders Private Limited (collectively the “Transferor Companies”) with Uditi Mercantile Private Limited (the “Transferee Company”) is dispensed with. (S.J. Vazifdar, J.)