1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.244 OF 2011 In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Zawar Brothers Limited ( Formerly known as Zawar Brothers Private Limited) And Piyush Mercantile Private Limited With Zawar Sales Limited (Formerly known as Zawar Sales Private Limited) And their Respective Shareholders Zawar Sales Limited, a Company incorporated under the } Provisions of Companies Act, 1956 having its registered } Office at B-105 Kalptaru Plaza, A-224, Bhavani Peth, Pune.} ……….Applicant Company Called for Summons for Direction CORAM: S. J. VAZIFDAR, J. DATE: 15TH APRIL, 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 9th day of March, 2011 of Mr. Surojit Burman, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Zawar Sales Limited , the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Zawar Brothers Limited, (Formerly known as Zawar Brothers Private Limited) and Piyush Mercantile Private Limited with Zawar Sales Limited (Formerly known as 2 Zawar Sales Private Limited), the Applicant/ Transferee Company and their respective shareholders is dispensed with in view of consents given by all its Equity shareholders of the Applicant Company, which are annexed as Exhibits “I-1 to I-14” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the warrant holders of Zawar Sales Limited , the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Zawar Brothers Limited, (Formerly known as Zawar Brothers Private Limited) and Piyush Mercantile Private Limited with Zawar Sales Limited ( Formerly known as Zawar Sales Private Limited), the Applicant/ Transferee Company and their respective shareholders is dispensed with in view of consents given by all its warrant shareholders of the Applicant Company, which are annexed as Exhibits “J-1 to J-8” to the Affidavit in support of Company Summons for Direction 3. That convening and holding the meeting of 2% Optionally Convertible Redeemable Preference Shareholders of Zawar Sales Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Zawar Brothers Limited, (Formerly known as Zawar Brothers Private Limited) and Piyush Mercantile Private Limited with Zawar Sales Limited ( Formerly known as Zawar Sales Private Limited), the Applicant/ Transferee Company and their respective shareholders is dispensed with in view of consents given by all its 2% Optionally Convertible Redeemable Preference Shareholders of the Applicant Company, which are annexed as Exhibits “K-1 to K-8” to the Affidavit in support of Company Summons for Direction. 4. That there are no Secured Creditors in Zawar Sales Limited, the Applicant Company as stated in paragraph 17 of the Affidavit in support of Company 3 Summons for Direction, hence, the question of convening and holding the meetings of the Secured Creditors does not arise. 5. That convening and holding the meeting of the Unsecured Creditors of Zawar Sales Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Zawar Brothers Limited, (Formerly known as Zawar Brothers Private Limited) and Piyush Mercantile Private Limited with Zawar Sales Limited ( Formerly known as Zawar Sales Private Limited), the Applicant/ Transferee Company and their respective shareholders is dispensed with in view averments made in paragraph 18 of the Affidavit in support of Company Summons for Direction. The Applicant undertakes to issue individual notice of hearing of Petition by RPAD to all its Unsecured Creditors and also to publish the notice of hearing of petition in one issue each of a daily newspaper viz „Free Press Journal‟ in English and „Maharashtra Times‟ in the Marathi. The said undertaking is accepted. (S. J. VAZIFDAR, J)