1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 12 OF 2011 In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Exel Technologies (India) Private Limited with Exel Finishing Private Limited and their Respective Shareholder Exel Technologies (India) Private Limited, a Company ) Incorporated under the provisions of Companies Act, 1956 ) having its Registered Office at Godrej & Boyce Complex ) PL 13Extn Office, Gr. Floor, Opp. Gate No.2, Vikroli (E), ) Mumbai -400079 ) ...Applicant Company Called Summons for Direction Coram: S. C. DHARMADHIKARI, J Date: 7th January 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 Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 22nd day of December 2010 of Mr. Mandar Dnyate, Director of the Applicant Company in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Exel Technologies (India) Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Exel Technologies (India) Private Limited, the Applicant/Transferor Company with Exel 2 Finishing Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1” & “C2” to the affidavit in support of Company Summons for Direction. 2. That convening and holding of the meeting of the Unsecured Creditors of Exel Technologies (India) Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Exel Technologies (India) Private Limited, the Applicant/Transferor Company with Exel Finishing Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of averments made in paragraph twenty four of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. 3. There are no Secured Creditors in Exel Technologies (India) Private Limited, the Applicant Company, as mentioned in paragraph (26) of the Affidavit in support of Company Summons for Direction, hence, the question of convening and holding the meeting of the Secured Creditors does not arise. (S.C. DHARMADHIKARI, J)