IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 705 OF 2011 In the matter of Section 391 and 394 of the Companies Act, 1956 AND In the matter of Chintan Commercials Private Limited AND In the matter of the Scheme of Amalgamation of:- Chintan Commercials Private Limited. WITH Aditi Commercials Private Limited. Chintan Commercials Private Limited, ) a company incorporated under the ) Companies Act, 1956, and having its ) Registered Office at 84-A, Mittal Court, ) 8th Floor, 224 Nariman Point, ) Mumbai – 400 021 ) …Applicant Called Summons for Direction Coram : S C. Dharmadhikari, J. Dated : 2nd December, 2011 Mr. Arif Doctor i/b M/s A S. Dayal & Associates, Advocate for the Applicant MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. Arif Doctor i/b M/s A S. Dayal & Associates, Advocate for the Applicant, AND UPON reading the Affidavit dated 8th November, 2011 of Ms. Hetal Rathod, Authorised signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT: 1. The convening and holding the meeting of the 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 Amalgamation between Chintan Commercial Private Limited, the Transferor Company and Aditi Commercial Private Limited, the Transferee Company, is dispensed in view of the consents given by the both Equity Shareholders of the Applicant Company which are annexed as Exhibits B and C to the Affidavit in Support of the Company Summons for Direction. 2. The convening and holding the meeting of the Preference Share Holders of the Applicant Company, for the purpose 2 of considering and, if thought fit approving, with or without modification, the proposed Scheme of Amalgamation between Chinatn Commercial Private Limited, the Transferor Company and Aditi Commercials Private Limited, the Transferee Company, is dispensed with in view of the consent given by the sole Preference Shareholder which is annexed as Exhibit D to the Affidavit in support of Summons for Direction. 3. There are no Secured and Unsecured Creditors of the Applicant Company as stated in paragraph No.25 of the Affidavit in Support of the Company Summons for Direction, hence the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. ( S C. Dharmadhikari, J ) 3