IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1584 OF 2008 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 Topflag Trading Company Private Limited (‘the First Transferor Company’) AND Goldflag Mercantile Company Private Limited (‘the Second Transferor Company’) AND Newone Trading Company Private Limited (‘the Third Transferor Company’) WITH Omega Multitrade Private Limited (‘the Transferee Company’) AND their respective shareholders and creditors GOLDFLAG MERCANTILE COMPANY PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Peninsula Spenta Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel Mumbai - 400 013. ) ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar J. Date: 5th December, 2008 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st day of November, 2008 of Mr. Kausik Nath, Constituted Power of Attorney Holder of Mr. Rajeev A Piramal, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of Goldflag Mercantile Company Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Topflag Trading Company Private Limited and Goldflag Mercantile Company Private Limited and Newone Trading Company Private Limited with Omega Multitrade Private Limited and their respective shareholders and creditors is dispensed with in view of the consent’s given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits D and D1 to the affidavit in support of summon for directions. 2) That convening and holding the meeting of the Preference Shareholders of Goldflag Mercantile Company Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Topflag Trading Company Private Limited and Goldflag Mercantile Company Private Limited and Newone Trading Company Private Limited with Omega Multitrade Private Limited and their respective shareholders and creditors is dispensed with in view of the consent given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibits E to E3 to the affidavit in support of summon for directions. 3) There are no Secured Creditors of Goldflag Trading Company Private Limited, the Applicant Company, as mentioned in paragraph 28 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. 4) That convening and holding the meeting of the Unsecured Creditors of Goldflag Mercantile Company Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Topflag Trading Company Private Limited and Goldflag Mercantile Company Private Limited and Newone Trading Company Private Limited with Omega Multitrade Private Limited and their respective shareholders and creditors is dispensed with in view of the consent given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits G to G2 the affidavit in support of summon for directions. Company Judge