1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 729 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 In the matter of Scheme of Amalgamation of Cherrybloom Fashions Private Limited („ „the Transferor Company‟) with AZA Fashions Private Limited („the Transferee Company‟) and their respective Shareholders Cherrybloom Fashions Private Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at 96/97, Mittal Chambers, Nariman Point, Mumbai - 400 021 ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S.C.Dharmadhikari, J. Date: 9th December , 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by M/s. Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 22nd day of November, 2011 of Mr. Shailesh T Shah, Director of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if 2 thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Cherrybloom Fashions Private Limited, the Applicant/Transferor Company with AZA Fashions Private Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G1” and “G2” to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph 16 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors 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 Cherrybloom Fashions Private Limited, the Applicant/Transferor Company with AZA Fashions Private Limited and their respective Shareholders is dispensed with in view of the consents given by the all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits “H1” to “H11” to the Affidavit in support of Summons for Directions. 4. That the filing of Company Summons for Direction, Company Scheme Petition and a separate process in relation to the said Scheme by AZA Fashions Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs (18) to (21) of the Affidavit in support of the Company Summons for Directions. (S.C.DHARMADHIKARI, J.)