IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.939 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of ELITE AGENCIES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 1513, Maker Chambers V, 221, Nariman Point, Mumbai – 400 021. AND In the matter of SCHEME OF AMALGAMATION BETWEEN ELITE AGENCIES PRIVATE LIMITED (EAPL), … Transferor Company AND RESHAM RESHA PRIVATE LIMITED (RRPL), …Transferee Company ELITE AGENCIES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 1513, Maker Chambers V, 221, Nariman Point, Mumbai – 400 021. ……Applicant / Transferor Company 1 Called Summons for Direction Coram: S. J. Kathawalla J. Date : 11th September 2009 Mr. Sushant Chavan i.b. Shiralkar & Co. for Applicant. MINUTES OF THE ORDER UPON the application of Elite Agencies Private Limited, the Applicant abovanamed by Summons for Direction AND UPON hearing Shri. Vivek Shiralkar Advocate for the Company and upon reading the Affidavit dated 1st September 2009 of Shri Pavankumar Sanwarmal, Authorized Signatory in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the Proposed Scheme of Amalgamation) IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Elite Agencies Private Limited, the Applicant / Transferor Company with Resham Resha Private Limited the Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferor Company, which are annexed as Exhibits ‘J1 and J-2 ’ to the Affidavit – in – Support of the Summons for directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraphs 28 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding meetings of Secured Creditors does not arise. 2 3. There are no Unsecured Creditors of the Applicant Company, as mentioned in paragraphs 29 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding meetings of Unsecured Creditors does not arise. 4. That in view of the averments made in paragraph 30 of the Affidavit in Support of Summons for Direction, the requirements of filing of the separate Application / Petition by Resham Resha Private Limited, the Transferee Company is dispensed with. Company Judge 3