IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1317 OF 2009 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 Unico Spice Private Limited (USPL) AND In the matter of the Scheme of Amalgamation of – Unico Spice Private Limited (USPL) …Transferor Company With Swani Spice Mills Private Limited (SSMPL) …Transferee Company UNICO SPICE PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 4, Hari Niwas, “C” Road, Churchgate, Mumbai – 400 020. ) ) ) ) )..Applicant/Transferor Company 1 Called Summons for Direction Coram: - Dr. D.Y. Chandrachud J. Date : - 18th December 2009 Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of Unico Spice Private Limited, the Applicant above named by Summons for Direction AND UPON hearing Mr. Naser Ali Rizvi Advocate for the Company and upon reading the Affidavit dated 10th December, 2009 of Mr. Harjiv Singh Swani, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘E’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED: 1) That the convening and holding of 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 between UNICO SPICE PRIVATE LIMITED, the Transferor Company with SWANI SPICE MILLS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant 2 Company, which are annexed as Exhibits ‘C-1’ to ‘C-6’ to the Affidavit– in – Support of the Summons for Directions. 2) That there are no Preference Shareholders in the Applicant Company as mentioned in paragraph 28 of the Affidavit in support of summons for Direction, hence the question of convening and holding the meeting of Preference Shareholders does not arise. 3) That the convening and holding of the meeting of Secured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between UNICO SPICE PRIVATE LIMITED, the Transferor Company, with SWANI SPICE MILLS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the of the averments made in paragraph 29 of the Affidavit-in-support of the Summons for Directions. The Applicant undertakes to give individual notices of the date of hearing of the Petition by Registered Post A.D. to its sole secured creditor whose consent is not obtained. The said undertaking is accepted. 4) That the convening and holding of the Meeting of the Unsecured Creditors, of the Applicant Company, for the purpose of Considering 3 and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between UNICO SPICE PRIVATE LIMITED, the Transferor Company with SWANI SPICE MILLS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the of the averments made in paragraph 29 of the Affidavit-in-support of the summons for directions and in view of the consents as given by 7 out of 25 Unsecured Creditors of the Applicant Company representing 28% in number and 93.06% in value of the total unsecured creditors, which are annexed as Exhibits “D-1 to D-5, D-7 and D-9” to the Affidavit-in- support of the Summons for Directions. The Applicant undertakes to give individual notice of the date of hearing of the Petition by Registered Post A.D. to its remaining unsecured creditors whose consents are not obtained. The said undertaking is accepted. (Dr. D. Y. Chandrachud J.) 4