1 IN THE HIGH COURT OF JUDICATURE AT MUMBAI ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 334 OF 2011 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 Shivam Paints Private Limited And Vijay Rolling Mills With VRM Metazine Private Limited And their Respective Shareholders/Partners Vijay Rolling Mills, Partnership, firm having } its principal place of business at registered } office at 119, MIDC, Satpur, Nasik, 422007 }………..Applicant Company Called Summons for Direction Coram: S. J. KATHAWALLA J DATE : 17TH JUNE 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE 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., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6th April, 2011 of Mr. Karan Gupta, Partner of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Partners of Vijay Rolling Mills, the Applicant Company, for the purpose of considering and, 2 if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Shivam Paints Private Limited, the First Transferor Company and Vijay Rolling Mills, the Second Transferor Company with VRM Metazine Private Limited, the Transferee Company and their Respective Partners is dispensed with in view of consents given by all the Partners of the Applicant Company, which are annexed as Exhibits “C1” to C7 ” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding of the meeting of Unsecured Creditors of Vijay Rolling Mills, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Shivam Paints Private Limited, the First Transferor Company and Vijay Rolling Mills, the Second Transferor Company with VRM Metazine Private Limited, the Transferee Company and their Respective Shareholders/partners is dispensed with in view of averments made in paragraph 12 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. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the Petition in two local newspapers, viz., Deshoot Times in English language and Deshdoot in Marathi language, both circulated in Nashik. The Undertaking is accepted. 3. There are no Secured Creditors in Vijay Rolling Mills, the Applicant Company, as stated in paragraph 13 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. (S.J. KATHAWALLA, J)