1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 578 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 the Scheme of Amalgamation of Hans Gas Appliances Pvt. Ltd., Khara Gas Equipments Pvt. Ltd. and Maharashtra Cylinders Pvt. Ltd. with Confidence Petroleum India Limited Maharashtra Cylinders Pvt. Ltd. ) a Company incorporated under the Companies ) Act 1956 (1 of 1956) and having its registered ) office at B-13, Prabhu Krupa Society, Nanda ) Patkar Road, Vile Parle (East), Mumbai–400 057. ) ...Applicant Company Coram: A. M. Khanwilkar J. Date: 8th May, 2009 2 Called for Summons for Directions Mr. Ramesh Saraogi, for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Ramesh Saraogi, Advocate for the Applicant Company. AND UPON READING the Affidavit dated 25th day of April, 2009 of Mr. Jitendra Jain, Authorised Signatory of the Applicant Company in Support of Summons for Directions. IT IS ORDERED :- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation & Arrangement of Hans Gas Appliances Pvt. Ltd. (the First Transferor Company), Khara Gas Equipments Pvt. Ltd. (the Second Transferor Company) and Maharashtra Cylinders Pvt. Ltd. (the Third Transferor Company) with Confidence Petroleum India Ltd. (the Transferee Company) is dispensed with as the Applicant 3 Company has obtained the consent letters from all its Equity Shareholders consenting to the Scheme of Amalgamation and arrangement, which are annexed as Exhibit “C-1” to “C-8” of the Affidavit in Support of the Summons for Directions. 2. There are no Secured Creditors in the Applicant Company as mentioned in paragraph No.25 of the Affidavit in Support of Summons for Directions, hence the question of convening and holding the meeting of the Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation & Arrangement of Hans Gas Appliances Pvt. Ltd. (the First Transferor Company), Khara Gas Equipments Pvt. Ltd. (the Second Transferor Company) and Maharashtra Cylinders Pvt. Ltd. (the Third Transferor Company) with Confidence Petroleum India Ltd. (the Transferee Company) is dispensed with in view of the consent given by 8(Eight) out of 9 (Nine) Unsecured Creditors of the Applicant Company which are annexed as Exhibit- “D-1” to “D-8” and the averment made in the paragraph no.26 of the Affidavit in Support of Summons for Directions. The Applicant 4 Company undertakes to issue the individual notice of hearing of the Petition by Registered Post A.D. (R.P.A.D.) to its remaining one Unsecured Creditors whose consent is not obtained and also to publish the advertisement of Notice of hearing of the Petition in English Language in “Free Press Journal” and in “Maharashtra Times” in Marathi Language both having circulation in Mumbai. The undertaking is accepted. Company Judge