IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.462 OF 2009 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; AND In the matter of Scheme of Amalgamation between UTOPIA TRADING AND HOLDING COMPANY PRIVATE LIMITED WITH GALVAWIRE AGENCIES PRIVATE LIMITED UTOPIA TRADING AND HOLDING COMPANY PRIVATE LIMITED Company incorporated under the ) Companies Act, 1956 having its registered ) Office at A, Block Madhugandha Society, ) Ground Floor, Bamanwada, Sahar Road, ) Andheri (East), Mumbai-400 099. ) ..Applicant Called Summons for Directions Coram : S.C. Dharmadhikari, J. Dated : 23rd April, 2009. Mr.Sunil Kadam Advocate for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. Sunil Kadam Advocate for Applicant AND UPON hearing the Affidavit dated 27th January, 2009 and Further Affidavit dated 4th April, 2009 of Mrs. Devyani M. Mehta, Director of the Applicant Company in support of Summons for Direction and the Exhibits referred to therein, 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 Scheme of Amalgamation between Utopia Trading and Holding Company Private Limited, (the Transferor/Applicant Company) with Galavawire Agencies Private Limited, (the Transferee Company) is dispensed with, in view of consents given by 11 out of 12 Equity Shareholders of the Applicant Company which are annexed as Exhibits C-1 to C-11 to the Affidavit in Support of Summons for Directions and in view of the averments made in paragraph 2 of the further Affidavit. The Applicant undertakes to serve individual notice of date of hearing of Petition by RPAD. upon the remaining one shareholder whose consent is not obtained. The undertaking is accepted. 2. That there are no secured and unsecured creditors of the Applicant Company, as mentioned in paragraph 21 of the Affidavit in support of Summons for Direction. Hence the question of convening and holding the meetings of the secured and unsecured creditors does not arise. 3. Certified Copy be expedited. COMPANY JUDGE