IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 755 OF 2010 In the matter of the Companies Act, 1956 And In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Chevron Glass Fibre Reinforcements Private Limited Transferor Company and Alco Company Private Limited - Transferee Company and Their Respective Shareholders Chevron Glass Fibre Reinforcements Private Limited ) a Company incorporated under the Companies Act, ) 1956 having its Registered Office at 3rd Floor, ) Rahimtoola House, 7, Homji Street, Fort, ) Mumbai 400 001 ).Applicant / Transferor Company Called Summons for Direction. CORAM : S.J. Vazifdar, J Dated : 26th November, 2010 Mr. Ganesh A. Badri, Advocate for the Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Ganesh A. Badri, Advocate for the Applicant AND UPON reading the Affidavit dated 1st October, 2010 of Shri. 2 Ishtiyaq Inayatali Nagree, Director of the Applicant in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT:- 1. The Convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation presented for the amalgamation of Chevron Glass Fibre Reinforcements Private Limited, the Transferor Company, with Alco Company Private Limited, the Transferee Company is dispensed with, in view of the consents given in writing by both the Equity Shareholders of the Applicant Company as per the letters of consent which are annexed at Exhibits “M1 and M2” to the Affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as stated in paragraphs 24, 25 and 28 of the Affidavit in support of Summons for Directions. Hence the question of convening and holding of the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, Scheme of Amalgamation presented for the amalgamation of Chevron Glass Fibre Reinforcements Private Limited, the Transferor Company, with Alco Company Private Limited, the Transferee Company does not arise. 3 3. The 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 modification, the Scheme of Amalgamation presented for the amalgamation of Chevron Glass Fibre Reinforcements Private Limited, the Transferor Company, with Alco Company Private Limited, the Transferee Company is dispensed with, in view of the averments made in paragraphs 24, 25 and 28 of the Affidavit in support of Summons for Directions. The Applicant Company undertakes to issue individual notices of the date of hearing of the Petition by R.P.A.D. / Registered Air Mail to all its Trade Creditors. The said Undertaking is accepted. 4. That in view of the averments made in paragraphs 30 and 33 of the Affidavit in support of the Summons for Direction, the filing of separate Application / Petition by the Transferee Company for seeking the approval of this Court to the said Scheme of Amalgamation by Alco Company Private Limited, the Transferee is dispensed with. (S. J. Vazifdar, J)