IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.225 OF 2011 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 Scheme of Amalgamation Between Fab-Syntex Private Limited (First Transferor Company) And TI Travels Private Limited (Second Transferor Company) With Dumet Wire India Private Limited (Transferee Company) And Their Respective Shareholders TI TRAVELS PRIVATE LIMITED, ) a company incorporated under the ) Companies Act, 1956 having its registered ) office at G - 16, Ground, Floor, RR Hosiery ) Building, Shri Laxmi Woolen Mill, ) Opp. Shakti Mills Compound, ) Dr. E. Moses Road, Mahalaxmi, ) Mumbai – 400011. ) Applicant Company CALLED SUMMONS FOR DIRECTION Coram: S. J. Vazifdar, J. Date: 8th April, 2011 1 Mr. Sachin K Chikar i/b Singhania Legal Services, Advocate for Applicant. MINUTES OF THE ORDER Upon the application of the Applicant above-named by the Summons for Direction and upon hearing Mr. Sachin K Chikar M/s. Singhania Legal Services, Advocates for the Applicant and upon reading the Affidavit dated 13th December, 2010 of Mr. Abhitap Jain, authorized signatory of the Applicant in support of Summons for Direction and the Exhibits therein referred, to IT IS ORDERED:- 1) The convening and holding the meeting of the Equity Shareholders of TI Travels Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Fab-Syntex Private Limited and TI Travels Private Limited, the Transferor Companies with Dumet Wire India Private Limited, the Applicant / Transferee Company and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant 2 Company, which are annexed as Exhibits “B1 to B8” to the Affidavit in Support of Summons for Direction. 2) There are no Secured Creditors of the Applicant Company as stated in paragraph 18 of the Affidavit, in support of the Summons for Direction, hence, the question of convening and holding of meeting of Secured Creditors does not arise. 3) The convening and holding the meeting of the Unsecured Loan Creditors of TI Travels Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Fab-Syntex Private Limited and TI Travels Private Limited, the Transferor Companies with Dumet Wire India Private Limited, the Applicant / Transferee Company and their respective shareholders, is dispensed with in view of the consent given by the sole unsecured Loan creditor of the Applicant Company, which is annexed as Exhibit “C” to the Affidavit, in support of the Summons for Direction and in view of the averments made in paragraph 17 of the said Affidavit. (S.J. Vazifdar, J.) 3