IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1034 OF 2009 In the matter of the Companies Act, 1956 (1 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 Allied Blenders and Distillers Private Limited (“the First Transferor company” or “Allied”) and Our Own Properties Private Limited (“the Second Transferor Company” or “OOPPL”) with Moonlight Blenders and Distillers Private Limited (“the Transferee Company” or “Moonlight”) and their respective shareholders and creditors. MOONLIGHT BLENDERS AND DISTILLERS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 394-C, Lamington Chambers, Lamington Road, Mumbai - 400 004. ) ) ) ) ) ) ) ) ) ........... Applicant Company 1 Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 9th October, 2009 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24th day of September, 2009 of Mr. Prakash Ratilal Pandya, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of Moonlight Blenders and Distillers Private Limited, the Applicant / Transferee Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Allied Blenders and Distillers Private Limited, the First Transferor Company and Our 2 Own Properties Private Limited, the Second Transferor Company with Moonlight Blenders and Distillers Private Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as ‘Exhibits I-1 to I-5’ to the affidavit in support of the Summons for Directions. 2) There are no Secured Creditors of Moonlight Blenders and Distillers Private Limited, the Applicant / Transferee Company, as mentioned in paragraph 21 of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding the meeting of the Unsecured Creditors of Moonlight Blenders and Distillers Private Limited, the Applicant / Transferee Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Allied Blenders and Distillers Private Limited, the First Transferor Company and Our Own 3 Properties Private Limited, the Second Transferor Company with Moonlight Blenders and Distillers Private Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consent given by the Sole Unsecured Creditor of the Applicant Company, which is annexed as ‘Exhibit J’ to the affidavit in support of the Summons for Directions. (S. J. Kathawalla, J ) 4