1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 462 OF 2011 Guru Narayan Fincap Private Limited, a Company } incorporated under the provisions Of Companies } Act, 1956 having its Registered office 701, Norita, } Hiranandani Gardens, Powai, Mumbai 400 076 } }…….Applicant Called Summons for Direction Coram: S. J. KATHAWALLA, J DATE: 29th JULY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; In the matter of Scheme of Amalgamation of Guru Narayan Fincap Private Limited And Malladi Investments Private Limited, And Urav Consultancy Private Limited (Transferor Companies) With Athica Pharma Private Limited, (Transferee Company) And their Respective Shareholders 2 UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 27th June 2011 of Mr. R.K Prabhu, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Guru Narayan Fincap Private Limited, Malladi Investments Private Limited, Urav Consultancy Private Limited, the Transferor Companies with Athica Pharma Private Limited, the Transferee Company is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” to “C3” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph twelve of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3 3. That the convening and holding of the meeting of Unsecured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Guru Narayan Fincap Private Limited, Malladi Investments Private Limited, Urav Consultancy Private Limited, the Transferor Companies with Athica Pharma Private Limited, the Transferee Company is dispensed with in view of consent given by sole Unsecured Creditor of the Applicant Company which is annexed as Exhibit “D1” to the Affidavit in support of Company Summons for Direction. (S.J. KATHAWALLA, J)