1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 206 OF 2010 In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Niraj Snacks Limited with Haldiram Foods International Limited and their Respective Shareholders Haldiram Foods International Limited, a Company incorporated } under the provisions of Companies Act, 1956 having } its Registered Office at A-204, Shyamkamal Agrawal } Market, Tejpal Road, Vile Parle, (E), Mumbai 400057 } …..Applicant CORAM : S.J. KATHAWALLA.J DATE: 1st APRIL 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for the Applicant Company AND UPON READING the Affidavit dated 19th day of March 2010 of Mr. Bholaram Yadav, Authorised Signatory of the Applicant Company in support of Company Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Haldiram Foods International Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Niraj Snacks Limited, the Transferor Company with Haldiram Foods International Limited, the Applicant/ Transferee Company and their Respective Shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits H1 to H42 to the affidavit in support of Company Summons for Directions. 2 2. That convening and holding the meetings of the Secured and Unsecured Creditors of Haldiram Foods International Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Niraj Snacks Limited, the Transferor Company with Haldiram Foods International Limited, the Applicant/Transferee Company and their Respective Shareholders is dispensed with in view of averments made in paragraph twenty of the affidavit in support of Company Summons for Directions. Applicant undertakes to issue individual notices to all its Secured & Unsecured creditors and also publish notices of the date of hearing of petition in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi. The said Undertaking is accepted. (S.J. KATHAWALLA J)