IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 55 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation BETWEEN Trilochan Investments Company Private Limited (First Transferor Company) AND Devinder Investments Company Private Limited (‘Second Transferor Company) AND Hanwantbir Investment Company Private Limited (Third Transferor Company) WITH Trilochan Sahney Finance and Holdings Private Limited ( Applicant / Transferee Company ) AND Their respective Shareholders Trilochan Sahney Finance and Holdings Private Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at 13, Shangri La, 27A Carmichael Road, Mumbai 400 026. ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 28th January, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 20th January, 2011 of Mr. S. C Rangani, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant / Transferee Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation between Trilochan Investments Company Private Limited, First Transferor Company and Devinder Investments Company Private Limited, Second Transferor Company and Hanwantbir Investment Company Private Limited, Third Transferor Company with Trilochan Sahney Finance And Holdings Private Limited, the Applicant / Transferee Company and their respective Shareholders is dispensed with in view of the consents given by both the Equity shareholders of the 2 Applicant Company, which are annexed as Exhibits “L1” and “L2” to the Affidavit in support of the Company Summons for Direction. 2. That there are no Secured Creditors in the Applicant / Transferee Company as stated in paragraph 26 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding of the meeting of the Unsecured Creditors of the Applicant / the Transferee Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation between Trilochan Investments Company Private Limited, First Transferor Company and Devinder Investments Company Private Limited, Second Transferor Company and Hanwantbir Investment Company Private Limited, Third Transferor Company with Trilochan Sahney Finance And Holdings Private Limited, the Applicant/ Transferee Company and their respective Shareholders is dispensed with in view of the consent given by the sole Unsecured creditor of the Applicant Company, which is annexed as Exhibit “N” to the Affidavit in support of the Summons for Direction. (S. C. Dharmadhikari, J.) 3