IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.396 OF 2009 In the matter of the Companies Act I 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 NIRMIT FINVEST & PROPERTY PRIVATE LIMITED WITH ENAM SHARES & SECURITIES PRIVATE LIMITED. NIRMIT FINVEST & PROPERTY PRIVATE LIMITED ) a Company incorporated under the Companies ) Act, 1956 having its Registered Office at office at ) 24 BD Rajabahadur Compound Ambalal Doshi Marg ) Fort, Mumbai 400 023 ) ……… APPLICANT Called Summons for Direction CORAM: S. J. Vazifdar, J DATE : 3rd April, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant Company 1 MINUTES OF ORDER Upon the application of the Applicant above named by a Summons for Directions AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co for the Applicant Company, AND UPON reading the Affidavit dated 30th March, 2009 of Mr. Vikas Mapara, Director of the Applicant Company in support of Summon for Direction and the Exhibits referred to there in, IT IS ORDERED:- 1. That convening and holding of the meeting of Equity Shareholders of the Applicant/Transferor Company for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Nirmit Finvest & Property Private Limited, the Applicant/ Transferor Company with Enam Shares & Securities Private Limited, 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 “F-1 & F-2” to the Affidavit in Support of Summons for Directions. 2. That there are no Secured Creditors of the Applicant Company as mentioned in paragraph 23 of the Affidavit in Support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of Unsecured Creditor of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Nirmit Finvest & Property Private Limited, the Applicant/ Transferor Company with Enam Shares & Securities Private Limited, the Transferee Company is dispensed with in view the consent given by the sole Unsecured Creditor of the Applicant Company which is annexed as Exhibit “G” to the Affidavit in Support of Summons for Directions 2 4. That the filing of separate Application and Petition by the Transferee Company is not necessary for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Nirmit Finvest & Property Private Limited, the Applicant/ Transferor Company with Enam Shares & Securities Private Limited, the Transferee Company and is dispensed with in view of the averments made in paragraphs 26 and 27 of the Affidavit in Support of Summons for Directions. COMPANY JUDGE 3