1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 698 OF 2010 In the matter of the Companies Act, 1956 (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 Akshata Tradelinks Private Limited And ALK Holdings Private Limited And Brinan Investments Private Limited And Himanandi Trading And Services Private Limited And Jayalaxmi Holdings Private Limited And Kashukha Trading And Services Private Limited And Khatau Capital Service Private Limited And Khatau Finance & Investment Private Limited And Khatau Stock & Investment Private Limited And Krishabh Chemicals & Plastics Private Limited And Panecea Tradelinks Private Limited And Prajakta Holdings Private Limited And Rhiakoh Finance & Investment Private Limited And Romap Industries Private Limited And Sentouki Finance & Investment Private Limited And Yucca Finvest Private Limited With Great View Properties Private Limited And their Respective Shareholders 2 KRISHABH CHEMICALS & PLASTICS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Laxmi Building, 6 Shoorji Vallabhadas Marg, Ballard Estate, Mumbai 400001 ) ) ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S. J. KATHAWALLA, J. Date: 22nd October 2010 Mr. Hemant Sethi i/b.Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th day of October, 2010 of Mr P C Dalal, Director of the Applicant Company, in support of Summons for Direction and the exhibits referred to therein, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Krishabh Chemicals & Plastics Private 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 Akshata Tradelinks Private Limited, 3 (‘Transferor Company 1’), ALK Holdings Private Limited, (‘Transferor Company 2’), Brinan Investments Private Limited, (“Transferor Company 3’), Himanandi Trading And Services Private Limited (‘Transferor Company 4’), Jayalaxmi Holdings Private Limited (‘Transferor Company 5’), Kashukha Trading And Services Private Limited (’Transferor Company 6’), Khatau Capital Service Private Limited ( ’Transferor Company 7’), Khatau Finance & Investment Private Limited, (’Transferor Company 8’), Khatau Stock & Investment Private Limited (’Transferor Company 9’), Krishabh Chemicals & Plastics Private Limited, (Applicant/ ’Transferor Company 10’), Panecea Tradelinks Private Limited (’Transferor Company 11’), Prajakta Holdings Private Limited (’Transferor Company 12’), Rhiakoh Finance & Investment Private Limited (‘Transferor Company 13’), Romap Industries Private Limited (’Transferor Company 14’), Sentouki Finance & Investment Private Limited (’Transferor Company 15’), Yucca Finvest Private Limited (‘’Transferor Company 16’) with Great View Properties Private Limited (‘’Transferee Company’) and their Respective Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “D1” to “D4” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding of the meeting of the Unsecured Creditor of Krishabh Chemicals & Plastics Private 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 Akshata Tradelinks Private Limited, 4 (‘Transferor Company 1’), ALK Holdings Private Limited, (‘Transferor Company 2’), Brinan Investments Private Limited, (“Transferor Company 3’), Himanandi Trading And Services Private Limited (‘Transferor Company 4’), Jayalaxmi Holdings Private Limited (‘Transferor Company 5’), Kashukha Trading And Services Private Limited (’Transferor Company 6’), Khatau Capital Service Private Limited ( ’Transferor Company 7’), Khatau Finance & Investment Private Limited, (’Transferor Company 8’), Khatau Stock & Investment Private Limited (’Transferor Company 9’), Krishabh Chemicals & Plastics Private Limited, ( Applicant/ ’Transferor Company 10’), Panecea Tradelinks Private Limited (’Transferor Company 11’), Prajakta Holdings Private Limited (’Transferor Company 12’), Rhiakoh Finance & Investment Private Limited (‘Transferor Company 13’), Romap Industries Private Limited (’Transferor Company 14’), Sentouki Finance & Investment Private Limited (’Transferor Company 15’), Yucca Finvest Private Limited (‘’Transferor Company 16’) with Great View Properties Private Limited (‘’Transferee Company’) and their Respective Shareholders is dispensed with in view of averments made in paragraph 91 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors. The Applicant Company also undertakes to publish the said notice in one issue each of ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 5 3. That there are no Secured Creditors in Krishabh Chemicals & Plastics Private Limited, the Applicant Company, as on date, as stated in paragraph 90 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S.J. KATHAWALLA, J.)