1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.730 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation OF Alphonso Holdings ( Transferor Company’) WITH Texport Industries Private Limited (‘the Transferee Company’) And their respective shareholders and creditors Texport Industries Private Limited, } A Company incorporated under the provisions of } Companies Act, 1956 having its registered office } At 88, 15th Street, M.I.D.C. Andheri (E), Mumbai 400093 } ……..Applicant Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 9th December , 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., for the Applicant Company, AND UPON READING the Affidavit dated 14th November, 2011 of Mr. Neeraj Goenka, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 2 1 That 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(s), the proposed Scheme of Amalgamation of Alphonso Holdings, the Transferor Company with Texport Industries Private Limited, the Applicant/Transferee Company and their respective shareholders and creditors is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘H1’ to ‘H18’ to the Affidavit in support of the Summons for Direction and in view of the undertaking given by the Applicant Company to give an individual notice of hearing of petition by R.P.A.D. to one of its shareholder who has signed the letter in Hindi Language. The said undertaking is accepted. 2 That convening and holding the meeting of the Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Alphonso Holdings, the Transferor Company with Texport Industries Private Limited, the Applicant/Transferee Company and their respective shareholders and creditors is dispensed with in view of the consent given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibits ‘I-1’ to ‘I-11 to the Affidavit in support of the Summons for Direction. 3 That 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(s), the proposed Scheme of Amalgamation of Alphonso Holdings, the Transferor Company with Texport Industries Private Limited, the Applicant/Transferee Company and their respective shareholders and creditors is dispensed with in view of averments made in paragraph 17 of the Affidavit in support of Company 3 Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of the Petition by Registered Post A.D. to all its Secured Creditors and also to publish the notice of hearing of the Petition in the local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 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 modification(s), the proposed Scheme of Amalgamation of Alphonso Holdings, the Transferor Company with Texport Industries Private Limited, the Applicant/Transferee Company and their respective shareholders and creditors is dispensed with in view of averments made in paragraph 18 of the Affidavit in support of Company Summons for Direction . The Applicant Company undertakes to serve an individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the notice of hearing of the Petition in the local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. (S.C. DHARMADHIKARI, J)