1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 192 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 AUTOMOBILES PRIVATE LIMITED A N D IN THE MATTER OF SCHEME OF AMALGAMATION OF SHAMAN CARS INDIA PVT LTD W I T H SHAMAN AUTOMOBILES PRIVATE LIMITED SHAMAN AUTOMOBILES PRIVATE LIMITED) a Company duly registered under the ) Companies Act, 1956, and having its ) Registered Office at Madhu Kunj ) Sayani Road, Prabhadevi ,Mumbai 400 025 )...APPLICANT 2 -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 AUTOMOBILES PRIVATE LIMITED abovenamed, by a Summons for Direction AND UPON HEARING MR NIMISH G. PANDYA i/b PANDYA & CO , Advocate for the Applicant Company AND UPON READING the affidavit dated 15th March, 2010 of Shri Kiran R.Sheth, the Chief Executive Officer of the Applicant /Transferee Company in support of the Summons For Direction and the Exhibits therein referred to , IT IS ORDERED : 1. That convening and holding the meeting of the Equity Shareholders of the Applicant/Transferee company i.e. SHAMAN AUTOMOBILES 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 (Transferor Company) WITH SHAMAN AUTOMOBILES PRIVATE LIMITED (Transferee/Applicant 3 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 AUTOMOBILES PRIVATE LIMITED , the Applicant/ Transferee Company as mentioned in Paragraph Nos.26 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 Transferee/Applicant company i.e. SHAMAN AUTOMOBILES 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 (Transferor Company) WITH SHAMAN AUTOMOBILES PRIVATE LIMITED (Applicant /Transferee Company),is dispensed with in view of the consents in writing given by all the Secured Creditors of the Applicant /Transferee Company i.e. SHAMAN AUTOMOBILES PRIVATE LIMITED , which are annexed as Exhibit “I-1 to I-2” to the Affidavit in support of the Summons For Direction, 4 4. That convening and holding the meeting of the Unsecured and Sundry Creditors of the Transferee/Applicant company i.e. SHAMAN AUTOMOBILES 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 (Transferor Company) WITH SHAMAN AUTOMOBILES PRIVATE LIMITED (Applicant /Transferee Company), is dispensed with in view of the consents in writing given by 40 out of 115 Unsecured and Sundry Creditors representing 34.78% in number and 74% in value of the Unsecured and sundry Creditors of the Applicant /Transferee Company i.e. SHAMAN AUTOMOBILES PRIVATE LIMITED , which are annexed as Exhibits “K-1 to K-40” to the Affidavit in support of the Summons For Direction. 5. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D to its Unsecured and Sundry Creditors whose consents have not been received . The said undertaking is accepted . (S. J. KATHAWALLA J.) 5