IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 510 OF 2011 In the matter of the Companies Act, I of 1956; And In the matter of Sections 391 and 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Surat Enterprises Private Ltd. With K. Girdharlal International Ltd. K. Girdharlal International Ltd., ) a Company incorporated under ) the Companies Act, 1956 ) and having its Registered Office at ) 1003, Pancharatna, Opera House, ) Mumbai 400 004 ) .. Applicant/Transferee Company CALLED SUMMONS FOR DIRECTIONS Coram: S. C. Dharmadhikari, J Date: 20th August 2011 Mrs. Annapoorna Seshadri i/b Narayanan & Narayanan, 2 Advocates for the Applicant/Transferee Company MINUTES OF THE ORDER UPON READING the application of the Applicant/Transferee Company abovenamed by a Summons for Directions AND UPON HEARING Mrs. Annapoorna Seshadri i/b Narayanan & Narayanan, Advocates for the Applicant/Transferee Company AND UPON READING the Affidavit dated 20th April 2011 of Mr. Parag Kishore Shah, Director of the Applicant/Transferee Company in support of the Summons for Directions and the Exhibits therein referred to, IT IS ORDERED :- (1) That convening and holding the meeting of the Equity and/or Preference Shareholders of the Applicant/Transferee Company for the purpose of approving the proposed Scheme of Amalgamation between K. Girdharlal International Ltd., the Applicant/Transferee Company and Surat Enterprises Private Ltd., the Transferor Company is dispensed with in view of the consents given by all the Equity and Preference Shareholders which are annexed as Exhibits “N-1” to “N- 10” to the Affidavit in support of the Summons for Directions. (2) That convening and holding the meeting of the Secured Creditors of the Applicant/Transferee Company for the purpose of approving the proposed Scheme of Amalgamation between K. Girdharlal International Ltd., the Applicant/Transferee Company and Surat Enterprises Private Ltd., the Transferor Company is dispensed with in view of the consents given by the Secured Creditors which are annexed 3 as Exhibits “Q-1” to “Q-12” to the Affidavit in support of the Summons for Directions. (3) That convening and holding the meeting of the Unsecured Creditors of the Applicant/Transferee Company for the purpose of approving the proposed Scheme of Amalgamation between K. Girdharlal International Ltd., the Applicant/Transferee Company and Surat Enterprises Private Ltd., the Transferor Company is dispensed with in view of the consents given by all the Unsecured Creditors which are annexed as Exhibits “Q-13” to “Q-29” to the Affidavit in support of the Summons for Directions. (4) That convening and holding the meeting of the Sundry Creditors of the Applicant/Transferee Company for the purpose of approving the proposed Scheme of Amalgamation between K. Girdharlal International Ltd., the Applicant/Transferee Company and Surat Enterprises Private Ltd., the Transferor Company is dispensed with in view of the consents given by the Sundry Creditors which are annexed as Exhibits “Q-30” to “Q-53” to the Affidavit in support of Summons for Directions. (S. C. Dharmadhikari, J)