1 IN THE HIGH COURT OF JUDICATURE, BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 68 OF 2010 IN THE MATTER OF THE COMPANIES ACT, 1956. A N D IN THE MATTER OF SECTION 391 & 394 OF THE COMPANIES ACT, 1956. A N D IN THE MATTER OF MIPAK POLYMERS LIMITED A N D IN THE MATTER OF SCHEME OF AMALGAMATION OF MIPAK POLYMERS LIMITED WITH CLEAR PLASTICS LIMITED MIPAK POLYMERS LIMITED ) a company duly registered ) under the Companies Act, 1956 ) and having its Registered ) Office at C-130 Solaris –I, Opp. L&T ) Gate No. 6, Powai, Mumbai 400 072. ) ...APPLICANT 2 Called Summons For Direction Coram: S.J.KATHAWALLA J. Date : 29TH JANUARY, 2010 Mr.Nimish G. Pandya i/b Pandya & Co for Applicant MINUTES OF ORDER Upon the Application of the Applicant Company i.e. MIPAK POLYMES LIMITED abovenamed,by a Summons for Direction AND UPON HEARING MR NIMISH G. PANDYA i/b PANDYA & CO , Advocate for the Applicant Company AND UPON READING the affidavit dated 21st,January, 2010 of Shri Mahavir S.Jain , Authorised Representative of the Applicant Company in support of the Summons For Direction and the Exhibits therein referred to, IT IS ORDERED : 1. That convening and holding the meeting of the Equity Shareholders of the Applicant company i.e.MIPAK POLYMERS LIMITED is dispensed with in view of the consents in writing given by all Equity Shareholders, which are annexed as Exhibits “G-1 TO G-7” to the affidavit in support of the Summons For Direction, for the purpose of 3 considering if thought fit and approving, with or without modification ,the Scheme of Amalgamation of MIPAK POLYMERS LIMITED (Transferor/Applicant Company) WITH CLEAR PLASTICS LIMITED (Transferee Company). 2. There are no Preference Shareholders in MIPAK POLYMERS LIMITED , the Applicant Company as mentioned in Paragraph No.25 of the Affidavit in Support of Summons For Direction .Hence the question of convening and holding the meeting of Preference Shareholders does not arise . 3. That convening and holding the meeting of the Secured Creditors of the Applicant company i.e. MIPAK POLYMERS LIMITED is dispensed with in view of the consents in writing given by the only Secured Creditor, which is annexed as Exhibit “I” to the affidavit in support of the Summons For Direction, for the purpose of considering if thought fit and approving, with or without modification , the Scheme of Amalgamation of MIPAK POLYMERS LIMITED (Applicant/Transferor Company) WITH CLEAR PLASTICS LIMITED (Transferee Company). 4 4. That the meeting of the Unsecured and Sundry Creditors of the applicant company, shall be convened and held at the registered office of the Applicant at C-130, Solaris –I, opposite L& T Gate No. 6, Powai, Mumbai 400 072 on Saturday 27th day of February, 2010 at 10.00 a.m. or soon thereafter, for the purpose of considering and if thought fit, approving with or without modifications, the arrangement embodied in the Scheme of Amalgamation of MIPAK POLYMERS LIMITED (Applicant/Transferor Company) WITH CLEAR PLASTICS LIMITED (Transferee Company). 5. That at least 21 clear days before the day appointed for the meeting, an advertisement of notice convening the same and stating that copies of the Scheme of Amalgamation , Notice and the Explanatory statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and prescribed forms of proxy can be obtained free of charge at the Registered office of the Applicant Company or at the office of its Advocates be published once in each of the following newspapers i.e.(1) Free Press Journal in 5 English Language, and (2) Maharashtra Times in Marathi language, and the publication of the notice in the Maharashtra Government Gazette is dispensed with. 6. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid together with a copy of the said Scheme of Amalgamation, a copy of the Explanatory statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed form of proxy, shall be sent by prepaid letter post under Certificate of Posting addressed to each of the Unsecured and Sundry Creditors of the Applicant Company at their respective registered or last known addresses. 7. That the settling and approving of the form of advertisement, form of proxy ,form of notices, the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to :- a) issue Notice convening meeting of the unsecured and sundry creditors as per Form No. 36 ( Rule 73) 6 b) issue Form of proxy form as per Form No. 37 c) advertise the Notice convening meeting as per Form No. 38(Rule 74) d) issue statement containing all the particulars as per Section 393 of the Companies Act, 1956 The undertaking is accepted . 8. That Shri M.D.Narvekar, Company Registrar , High Court, Bombay and failing him Shri Ashok Goyal ,Director and failing him Shri Bhupendra Dusara , Director of the Applicant Company shall be the Chairman of the meeting of the Unsecured & Sundry Creditors to be held at 10.00 a.m. on Saturday , 27th February, 2010 or any adjournment thereof 9. That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the aforesaid meeting referred to above. The Chairman is free to avail the service of the applicant or any agency for carrying out the said directions. It is further decided that the Chairman of the meeting shall have all the powers under the Articles of Association of the Applicant and under the Companies (Court) Rules , 1959 in relation to the conduct of the meeting 7 including any amendment to the Scheme or resolution , if any, proposed at the meeting by any person(s) and to ascertain the decision of the meeting on a poll. 10. That the quoram for the meeting of Unsecured and Sundry Creditors and Fixed Deposit Holders shall be in all 5 Unsecured / Sundry Creditors present either in person or by proxy or by representation 11. That voting by proxy/authorized representative be permitted, provided that a proxy in the prescribed form /authorization duly signed by the person entitled to attend and vote at the meeting is filed with the Company at its registered office at C-130, Solaris- I, Opp. L& T Gate No. 6 , Powai , Mumbai 400 072, not later than 48 hours before the meeting , as per Rule 70 of the Companies ( Court ) Rules, 1959 . 12. That the number or value of the vote of each creditor shall be in accordance with the records or registers of the Applicant Company and where the entries in the records/registers are disputed, the Chairman shall determine the number or value for the purposes of the meeting. 8 13. And it is further ordered that the Chairman do report to this Court, the result of the said meeting within 14 days of the conclusion of the meeting and the said report shall be verified by his affidavit 14. The Chairman fee is quantified at Rs. 25,000/-. The same shall include the cost if any other person or persons that the Chairman may appoint/engage to assist him as well as all other individual expenses if any, incurred by him. . 15. Certified Copy of the Order is expedited. (S. J. KATHAWALLA ,J) 9