IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1650 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956 (1 of 1956) AND In the matter of Flash Laboratories Private Limited AND In the matter of the Scheme of Amalgamation of Flash Laboratories Private Limited With Parle Products Private Limited Flash Laboratories Private Limited, ) a private company incorporated ) under the Companies Act, 1956 ) (1 of 1956) having its registered ) office at North Level Crossing, ) Vile Parle (E), Mumbai –400 057. ) …Applicant/Transferor Company Called Summons for Direction CORAM : A. M. Khanwilkar, J. DATE : 12 th December, 2008 Ms. Mona Bhide i/b. Dave & Girish & Co. for Applicant - 2 - MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Ms. Mona Bhide instructed by Dave & Girish & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated day of November, 2008 of Mr. Vijay D Pitale, the Chairman of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: (1) that the convening and holding of 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 Scheme of Amalgamation of Flash Laboratories Private Limited (the “Transferor Company”) with Parle Products Private Limited (the “Transferee Company”) under Sections 391 to 394 and other applicable provisions of the Companies Act, 1956, be dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “M-1” and “M- 2” to the Affidavit in support of Summons for Direction; (2) there are no Preference Shareholders, Debentureholders and Secured Creditors of the Applicant Company as mentioned in paragraphs 17(ii), 17(iii) and 17(iv) of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of the Preference Shareholders, Debentureholders and Secured Creditors does not arise. - 3 - (3) that the convening and holding of the meeting of the Unsecured Creditors including Sundry Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification/s, the Scheme of Amalgamation of Flash Laboratories Private Limited (the “Transferor Company”) with Parle Products Private Limited (the “Transferee Company”) under Sections 391 to 394 and other applicable provisions of the Companies Act, 1956, be dispensed with in view of the consents given by all the Unsecured Creditors including Sundry Creditors of the Applicant Company which are annexed as Exhibits “O-1” to “O-5” to the Affidavit in support of Summons for Direction; (4) that in view of the averments made in paragraph 18 of the Affidavit in support of Summons for Directions, the separate Application and Petition for the Transferee Company is dispensed with; (5) that the publication of the notice in the newspapers and in the Maharashtra Government Gazette is dispensed with; (6) Issuance of certified copy is expedited. Company Judge