1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 845 OF 2010. In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation of SOUNDARYA INTERIORS PRIVATE LIMITED, the First Transferor Company and MEDOWS PAPER (INDUSTRIES) PRIVATE LIMITED, the Second Transferor Company and GLAMOUR INTERIORS ARTS (INDIA) LIMITED, the Third Transferor Company with GALEECHA INDIA PRIVATE LIMITED, the Transferee Company SOUNDARYA INTERIORS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at G-7, Bharat Industrial Estate, T. J. Road, Sewree, Mumbai – 400 015. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 23rd December, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 18th December, 2010 of Mr. Vinod Moza, Authorised Person of the 2 Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of SOUNDARYA INTERIORS PRIVATE LIMITED, the Applicant / First Transferor Company and MEDOWS PAPER (INDUSTRIES) PRIVATE LIMITED, the Second Transferor Company and GLAMOUR INTERIORS ARTS (INDIA) LIMITED, the Third Transferor Company with GALEECHA INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “F-1” and “F-2” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of SOUNDARYA INTERIORS PRIVATE LIMITED, the Applicant / First Transferor Company and MEDOWS PAPER (INDUSTRIES) PRIVATE LIMITED, the Second Transferor Company and GLAMOUR INTERIORS ARTS (INDIA) LIMITED, the Third Transferor Company with GALEECHA INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 26 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its sole Secured Creditor and also to publish the same 3 in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. The said undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of SOUNDARYA INTERIORS PRIVATE LIMITED, the Applicant / First Transferor Company and MEDOWS PAPER (INDUSTRIES) PRIVATE LIMITED, the Second Transferor Company and GLAMOUR INTERIORS ARTS (INDIA) LIMITED, the Third Transferor Company with GALEECHA INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 27 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. The said undertaking is accepted. 4. That the filing of the separate proceeding under Sections 391 to 394 of the Companies Act, 1956 by Galeecha India Private Limited, the Transferee Company, is dispensed with in view of the averments made in paragraphs 28 and 29 of the Affidavit in support of the Summons for Direction. (S. J. Vazifdar, J)