IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.39 OF 2011 IN THE MATTER OF Sections 391 & 394 of The Companies Act, 1956; AND IN THE MATTER OF Goldcrest Trade and Merchandise Private Limited; AND IN THE MATTER OF Scheme of Amalgamation of GOLDCREST TRADE AND MERCHANDISE PRIVATE LIMITED with GOLDCREST FINANCE (INDIA) LIMITED. GOLDCREST TRADE AND ) MERCHANDISE PRIVATE LIMITED ) a company incorporated under the Indian ) Companies Act , 1956 having its registered ) office at Devidas Mansion, 3rd Floor, ) Mereweather Road, Colaba, Mumbai – 400 039)………. Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 21st. January, 2011 Mr. Nayan Rawal, Advocate for Applicant Company 2 MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Nayan Rawal, Advocate for Applicant Company, AND UPON READING the Affidavit dated 13th. December, 2010 of Mr. Rajendra Sheth, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the exhibits therein referred to, IT IS ORDERED: - 1. That the convening and holding of the meeting of the Equity Shares holders of the Applicant Company, for the purpose of considering and, if thought fit approving the proposed Scheme of Amalgamation of, Goldcrest Trade and Merchandise Private Limited, the Applicant / Transferor Company with Goldcrest Finance (India) Limited, the Transferee Company is dispensed with, as the sole Equity Shareholder of the Applicant Company has given its consent in writing to the Scheme, which is annexed as Exhibit “M” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding of the meeting of the Secured Creditor of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation, is dispensed with in the view of the consent given the sole Secured Creditor of the Applicant Company, which is 3 annexed as Exhibit “D” to the Affidavit in Support of the Summons for Direction. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant company, for the purpose of considering and, if thought fit, approving the Scheme of Amalgamation of the Goldcrest Trade and Merchandise Private Limited, the Applicant / Transferor Company with Goldcrest Finance (India) Limited, the Transferee Company, is dispensed with, in view of the consent in writing given by the sole Unsecured Creditor (Debenture holder) of the Applicant company, which is annexed as Exhibit “C” to the Affidavit in Support of the Summons for Direction. 4. That in view of the Judgment passed by this Court in Mahaamba Investments Limited vs. IDI Limited (105 Co. Cases 16), and in view of averments made in paragraph 23 of the Affidavit in support of the Summons for Direction, the filing of separate Application and Petition under Sections 391 to 394 of the Companies Act, 1956 by Goldcrest Finance (India) Limited, the Transferee Company is dispensed with. (S. C. Dharmadhikari, J.)