1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 614 OF 2010 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 of Wahedna Stocks & Shares Private Limited and Mrignayani Investments & Trading Private Limited and Caprilloy Polymers Private Limited and Profitech Trade & Investment Private Limited and Athith Investments And Trading Company Private Limited with Fine Estates Private Limited and their Respective Shareholders Caprilloy Polymers Private Limited , ) A Company incorporated under the provisions ) Of Companies Act, 1956 having its Registered ) Office at 4th Floor, Mankecji Wadia Building, ) 127, MG Road, Fort Mumbai - 400 001, )…..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla J. Date: 17th September, 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company 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 1st day of September 2010 of Mr. Saeed Kazi , Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 2 1) That convening and holding the meeting of the Equity Shareholders of Caprilloy Polymers Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Wahedna Stocks & Shares Private Limited and Mrignayani Investments & Trading Private Limited and Caprilloy Polymers Private Limited, the Applicant/Third Transferor Company and Profitech Trade & Investment Private Limited and Athith Investments And Trading Company Private Limited with Fine Estates Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit C to the Affidavit in support of Company Summons for Direction. 2) That there are no Secured and Unsecured Creditors in the Applicant Company as mentioned in paragraph forty three of the affidavit in support of the Company Summons for Direction, hence, the question of convening and holding of the meetings of Secured and Unsecured Creditors does not arise. 3) That filing of separate Company Summons for Direction and Company Scheme Petition by Fine Estates Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs forty one and forty two of the Affidavit in support of Company Summons for Direction. (S.J. KATHAWALLA J)