1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 767 OF 2011 In the matter of the Companies Act, 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of NUVIS ADDITIVES PRIVATE LIMITED with NIKITA TRANSPHASE ADDUCTS PRIVATE LIMITED NUVIS ADDITIVES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 1/18 Kamana Chss, K Bole Road, Dadar (West), Mumbai - 400028, Maharashtra. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 16th December, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 7th day of December, 2011 of Mr. Nikhil Pednekar, Authorised Signatory of the Applicant Company, in support of the Summons for Directions and the exhibit therein referred to, IT IS ORDERED:- 2 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of NUVIS ADDITIVES PRIVATE LIMITED , “the Applicant / Transferor Company” with NIKITA TRANSPHASE ADDUCTS PRIVATE LIMITED , the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” to “C-4” to the affidavit in support of the Summons for Direction. 2 There are no Secured Creditors as mentioned in paragraph 15 of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Loan Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of NUVIS ADDITIVES PRIVATE LIMITED, “the Applicant / Transferor Company” with NIKITA TRANSPHASE ADDUCTS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Unsecured Loan Creditors of the Applicant Company, which are annexed as Exhibits “D-1” to “D-5” to the affidavit in support of the Summons for Direction. 4. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of NUVIS ADDITIVES PRIVATE LIMITED, “the Applicant / Transferor Company” with NIKITA TRANSPHASE ADDUCTS PRIVATE LIMITED, the Transferee Company is dispensed with in view of 3 the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J)