IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.174 OF 2009 In the matter of Companies Act, 1956, And In the matter of Sections 391 to 394 of the Companies Act, 1956 ; And In the matter of a Scheme of Arrangement for Amalgamation of Aadarsh Threads Private Limited, with Red Rose Textiles Industries Private Limited. Adarsh Threads Pvt. Ltd. Applicants Coram : S.J. Vazifdar J. Dated: 13th February, 2009 Called Summons for directions Mrs. Laxmi Mankar for Applicants MINUTES OF ORDER Upon the application of the Applicant Company by Summons for Directions AND UPON hearing Mrs. Laxmi V. Mankar , Advocate for the Applicant Company and UPON READING the Affidavit dated 9th February, 2009 of Mr. Kamal B. Parmar, Director of the Applicant Company, in support of the Summons for Directions, IT IS ORDERED THAT 1. The convening and holding the meeting of Equity Shareholders of the Applicant Company for the purpose of considering and if thought fit, approving with or without modification(s) the proposed Scheme of Arrangement for Amalgamation of Aadarsh Threads Private Limited, with Red Rose Textiles Industries Private Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit D to the Affidavit in support of the Summons for Directions. 2 The convening and holding the meeting of Secured Creditors of the Applicant Company for the purpose of considering and if thought fit, approving with or without modification (s) the proposed Scheme of Arrangement for Amalgamation of Aadarsh Threads Private Limited, with Red Rose Textiles Industries Private Limited, is dispensed with in view of the undertaking given in paragraph 14 of the Affidavit in support of the Summons for Directions. The said undertaking is accepted. 3 The convening and holding the meeting of Unsecured Creditors of the Applicant Company for the purpose of considering and if thought fit, approving with or without modification (s) the proposed Scheme of Arrangement for Amalgamation of Aadarsh Threads Private Limited, with Red Rose Textiles Industries Private Limited, is dispensed with in view of the averments made in paragraph 15 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to issue, individual notice of the hearing of the Petition to all its unsecured creditors by Regd. Post A.D. The said undertaking is accepted. COMPANY JUDGE