IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 587 OF 2010. In the matter of the Companies Act1 of 1956 AND In the matter of Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956 AND In the matter of the Composite Scheme of Arrangement between Balabheem Investment and Trading Company Private Limited AND Jagatguru Investment and Trading Company Private Limited AND Varali Investment and Trading Company Private Limited AND Multilayer Films Limited AND Boon Investment and Trading Company Private Limited AND Jovial Investment and Trading Company Private Limited AND Venktesh Investment and Trading Company Private Limited. MULTILAYER FILMS LIMITED, a Company incorporated) under the Companies Act, 1956 and having ) its Registered Office at 612, Raheja Chambers, ) Nariman Point ,Mumbai 400021 ) … APPLICANT Called Summons for Direction 2 CORAM : S.J.KATHAWALLA ,J DATE : 27th AUGUST, 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for the Applicant Company MINUTES OF ORDER Upon the application of the Applicant abovenamed by a Company Summons for Direction AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocate for the Applicant Company, AND UPON reading the Affidavit dated 24thAugust,2010 of Mr Prakash Somani, Authorised Signatory of the Applicant Company in support of Company Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:- 1. That a meeting of the members holding Equity Shares of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Composite Scheme of Arrangement between Balabheem Investment and Trading Company Private Limited, the First Transferor Company and Jagatguru Investment and Trading Company Private Limited, the Second Transferor Company and Varali Investment and Trading Company Private Limited, the Third Transferor Company and Multilayer Films Limited, the Applicant/Demerged/Transferor Company and Boon Investment and Trading Company Private Limited, the First Transferee/Resulting Company and Jovial Investment and Trading Company Private Limited, the Second Transferee/Resulting Company and Venktesh Investment and Trading Company Private Limited, the Transferee Company be dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “C-1 to C-8” to the affidavit in support of Company Summons for Direction. 2. That a meeting of the members holding 2% Non-Cumulative Redeemable Non Convertible Preference Shares of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Composite Scheme of Arrangement between Balabheem Investment and Trading Company 3 Private Limited, the First Transferor Company and Jagatguru Investment and Trading Company Private Limited, the Second Transferor Company and Varali Investment and Trading Company Private Limited, the Third Transferor Company and Multilayer Films Limited, the Applicant/Demerged/Transferor Company and Boon Investment and Trading Company Private Limited, the First Transferee/Resulting Company and Jovial Investment and Trading Company Private Limited, the Second Transferee/Resulting Company and Venktesh Investment and Trading Company Private Limited, the Transferee Company be dispensed with in view of the consent given by all the 2% Non-Cumulative Redeemable Non Convertible Preference Shareholders of the Applicant Company which are annexed as Exhibit “D-1 to D-3” to the affidavit in support of Company Summons for Direction. 3. That there are no Secured Creditors of the Applicant Company as stated in paragraph 53 of the Affidavit in Support of Company Summons for Direction. Hence, the question of convening and holding meeting of Secured Creditors does not arise. 4. That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Composite Scheme of Arrangement between Balabheem Investment and Trading Company Private Limited, the First Transferor Company and Jagatguru Investment and Trading Company Private Limited, the Second Transferor Company and Varali Investment and Trading Company Private Limited, the Third Transferor Company and Multilayer Films Limited, the Applicant/Demerged/Transferor Company and Boon Investment and Trading Company Private Limited, the First Transferee/Resulting Company and Jovial Investment and Trading Company Private Limited, the Second Transferee/Resulting Company and Venktesh Investment and Trading Company Private Limited, the 4 Transferee Company is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits “E-1 and E-2” to the Affidavit in Support of Company Summons for Direction. (S. J. KATHAWALLA, J)