IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 22 OF 2011 IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SECTION 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF MAITRI ENTERPRISES PRIVATE LIMITED AND IN THE MATTER OF SCHEME OF AMALGAMATION OF KHUKRI EXPORTS PRIVATE LIMITED, HANU ENTERPRISES (INDIA) PRIVATE LIMITED, MULTI-VISTA TRAINING AND MANAGEMENT SERVICES PRIVATE LIMITED, HANU TEXTILES PRIVATE LIMITED AND MAITRI ENTERPRISES PRIVATE LIMITED WITH SADABAHAR AGRO PLANTATIONS PRIVATE LIMITED Maitri Enterprises Private Limited ) A Company duly incorporated under ) The Companies Act, 1956 and having ) 2 its Registered Office at 111/112 ) Swastik Plaza, Pokharan Road No.2, ) Subhash Nagar, Thane - 400610, ) Maharashtra, India ) APPLICANT Called Summons for Direction Coram: - S. C. Dharmadhikari, J. Dated: - 14th January, 2011 Mr. Nitesh S. Nevshe, Advocate for Applicant MINUTES OF ORDER Upon the Application of the Applicant Company abovementioned by a Summons for Direction and upon hearing Mr. Nitesh S. Nevshe, Advocate for the Applicant Company and upon reading the Affidavit dated 30th November, 2010 of Smt. Seema Kedia, Director of the Applicant Company, in support of the Summons for Direction and the exhibits therein referred for, IT IS ORDERED: 1) That the convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of 3 considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Khukri Exports Private Limited, Hanu Enterprises (India) Private Limited, Multi-Vista Training and Management Services Private Limited, Hanu Textiles Private Limited and Maitri Enterprises Private Limited with Sadabahar Agro Plantations Private Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “D-1” to “D-3” to the Affidavit in support of Summons for Direction. 2) That the convening and holding the meeting of Preference Shareholders 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 Khukri Exports Private Limited, Hanu Enterprises (India) Private Limited, Multi-Vista Training and Management Services Private Limited, Hanu Textiles Private Limited and Maitri Enterprises Private Limited with Sadabahar Agro Plantations Private Limited is dispensed with in view of the consent given by the sole Preference Shareholder of the 4 Applicant Company which is annexed as Exhibit “D-4” to the Affidavit in support of Summons for Direction. 3) There are no Debenture holders, Secured Creditors or Unsecured Creditors of the Applicant Company as stated in paragraph 27 of the Affidavit in Support of Summons for Direction. Hence the question of convening and holding the meeting of Debenture holders, Secured Creditors and Unsecured Creditors does not arise. (S. C. Dharmadhikari, J.)