1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 205 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 Niraj Snacks Limited, a Company incorporated } Under the provisions of Companies act, 1956 having } its registered office at A-207, Shyamkamal, Agrawal } market, 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. Deepak Thakur, 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 Niraj Snacks 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 Applicant/Transferor Company with Haldiram Foods International Limited, the 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 D1 to D13 to the affidavit in support of Company Summons for Directions. 2 2. That convening and holding the meeting of the Unsecured Creditors of Niraj Snacks 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 Applicant/Transferor Company with Haldiram Foods International Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of averments made in paragraph nineteen of the affidavit in support of Company Summons for Directions. Applicant undertakes to issue individual notices to all its 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. 3. That there are no Secured Creditors in Niraj Snacks Limited, the Applicant Company as mentioned in paragraph twenty of the affidavit in support of Company Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S.J. KATHAWALLA J)