IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 40 OF 2010. In the matter of the Companies Act 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 of Goldsmith Sales & Services Private Limited and Quick Up Trading Private Limited with Green Bird Developers Private Limited Goldsmith Sales & Services Private Limited, a company incorporated under the Companies Act, 1956 having its Registered Office at Smag House, 1st Floor, Sarojini Road Extention, Vile Parle - (West), Mumbai – 400 056. ) ) ) ) ) )…Applicant Company. Called for Summons for Directions Coram: S. J. Kathawalla, J Date: 22nd January, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th January, 2010 of Mr. B. K. Paul, the Constituted Attorney of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Goldsmith Sales & Services Private Limited (the Applicant Company / the First Transferor Company) and Quick Up Trading Private Limited (the Second Transferor Company), with Green Bird Developers Private Limited (the Transferee Company) is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which is annexed as Exhibits “B-1” and “B-2” to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 19A of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Goldsmith Sales & Services Private Limited (the Applicant Company / the First Transferor Company /) and Quick Up Trading Private Limited (the Second Transferor Company ), with Green Bird Developers Private Limited (the Transferee Company /) is dispensed with in view of the averment made in paragraph 20 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to issue individual notice of date of hearing of Petition to all its Unsecured Creditors by Registered Post A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The said undertaking is accepted. (S. J. Kathawalla, J. ) 2