IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 594 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of Abhishek Exim Private Limited AND In the matter of SCHEME OF AMALGAMATION OF ABHISHEK EXIM PRIVATE LIMITED … Transferor Company WITH ABHISHEK EXPORTS (INDIA) PRIVATE LIMITED … Transferee Company for amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of Abhishek Exim Private Limited in Abhishek Exports (India) Private Limited. ABHISHEK EXIM PRIVATE LIMITED, a ) company incorporated under the ) provisions of The Companies Act, 1956 ) and having it’s registered address at ) Plot No-350 (A), CTS No.387, Linking ) Road, Bandra (West) Mumbai – 400050 ) …Applicant/Transferor Company Called for Summons for Direction Mr. H. N. Thakore i/b M/s. Thakore Jariwala & Associates, Advocates for the Applicant Coram: A.M. Khanwilkar. J. Date : 8th May 2009 MINUTES OF THE ORDER IT IS ORDERED THAT: 1. The convening and holding of the meeting of the equity shareholders, of the Applicant Company, for the purpose of Considering and, if thought fit, approving, with or without modification 2 (s), the arrangement embodied in the Scheme of Amalgamation of the Applicant / Transferor Company with the Transferee Company 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 dated 24th April 2009 of Mrs. Meena N. Shah, the Director of the Applicant Company, filed in support of the Summons for Directions. 2. 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 arrangement embodied in the Scheme of Amalgamation of the Applicant / Transferor Company with the Transferee Company is dispensed with in view of the consents as given by all the unsecured creditors of the Applicant Company representing 100% in number and 100% in value of the total unsecured creditors, which are annexed as Exhibits ‘E-1’ to ‘E-15’ to the Affidavit dated 24th April 2009 of Mrs. Meena N. Shah, the Director of the Applicant Company, filed in support of the Summons for Directions. 3 3. The convening and holding the Meeting of the secured creditors, of the Applicant 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 the Applicant / Transferor Company with the Transferee Company is dispensed with in view of the averments made in paragraph 31 of the Affidavit - in -support of the Summons for Direction and in view of the consent as given by 1 out of 2 secured creditor of the Applicant Company representing 50% in number and 13% in value of the total secured creditors, which is annexed as Exhibit ‘F-1’ to the Affidavit dated 24th April 2009 of Mrs. Meena N. Shah, the Director of the Applicant Company, filed in Support of the Summons for Directions. 4. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A.D. to its remaining secured creditor whose consent is not obtained and also publish the notice of hearing of Petition in one issue each of “Free Press Journal” in the 4 English language and “Maharashtra Times” in Marathi language both circulating in Mumbai. The said undertaking is accepted. Company Judge 5