1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 34 OF 2011 In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation between Haldiram’s Sweet (India) Private Limited And Avin Developers Private Limited And Haldiram Hotels Private Limited And their Respective Shareholders Haldiram’s Sweet (India) Private Limited, a Company } Incorporated under the provisions of Companies Act, } 1956 having its Registered Office at A-204, } Shyamkamal, Agrawal market, Vile Parle, (E), } Mumbai 400057. } …..Applicant Company Called for Summons for Direction CORAM: S. C. DHARMADHIKARI, J. DATE: 21st JANUARY , 2011 Mr. Hemant Sethi i/b.Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 10th day of January, 2011 of Mr. Bholaram Yadav , Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 2 1. That convening and holding the meeting of the Equity Shareholders of Haldiram’s Sweet (India) Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Arrangement embodied in the proposed Scheme of Amalgamation between Haldiram’s Sweet (India) Private Limited, the Applicant Company and Avin Developers Private Limited and Haldiram Hotels Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1”and “C2” to the Affidavit in support of Company Summons for Direction. 2. That there are no Secured & Unsecured Creditors in Haldiram’s Sweet (India) Private Limited, the Applicant Company as stated in paragraph twenty six of the Affidavit in support of Company Summons for Direction and hence, the question of convening and holding the meeting of Secured & Unsecured Creditors does not arise. (S.C. DHARMADHIKARI, J.)