IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 519 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of KESONA PLAST PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN KESONA PLAST PRIVATE LIMITED … Transferor Company AND KESONA POLYMATS PRIVATE LIMITED) …Transferee Company KESONA PLAST PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Bale Pir, Nagar Road, Beed … Applicant / Transferor Company CALLED SUMMONS FOR DIRECTION CORAM: S. J. VAZIFDAR, J. Date : 30th July, 2010 Ms. Sunita Pant i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioner 2 MINUTES OF THE ORDER UPON the application of KESONA PLAST PRIVATE LIMITED, the Applicant abovenamed, by Summons for Direction AND UPON hearing Ms. Sunita Pant, i/b. M/s. Thakore Jariwala & Associates, Advocates for the Applicant Company and upon reading the Affidavit dated 14th July, 2010 of Mr. Ram Vishnupant Golhar, Director of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ 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/Transferor Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of KESONA PLAST PRIVATE LIMITED, the Transferor Company with KESONA POLYMATS PRIVATE LIMITED is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant / Transferor Company, which are annexed as Exhibits “D1 to D3” to the Affidavit – in – Support of the Company Summons for Direction. 2. That the convening and holding of Meeting of the Secured Creditor of the Applicant/ Transferor Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of KESONA PLAST PRIVATE LIMITED, the Transferor Company with KESONA POLYMATS PRIVATE LIMITED is dispensed with in view of the consent given by the sole 3 Secured Creditor of the Applicant Company, which is annexed as Exhibit “E” to the Affidavit-in-Support of the Company Summons for Direction. 3. That the convening and holding of Meeting of the Unsecured Creditors of the Applicant / Transferor Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of KESONA PLAST PRIVATE LIMITED, the Transferor Company with KESONA POLYMATS PRIVATE LIMITED is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant / Transferor Company, which are annexed as Exhibits “F1 to F5” to the Affidavit – in – Support of the Company Summons for Direction. (S.J. VAZIFDAR, J.)