IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 120 OF 2011 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 HBL PLASTICS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN HBL PLASTICS LIMITED (HPL) …First Transferor Company AND MANISHA POLYFILM PRIVATE LIMITED (MPPL) …Second Transferor Company AND MAHAL PLASTICS AND FIBRES PRIVATE LIMITED (MPFL) …Transferee Company HBL PLASTICS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 1513, Maker Chambers V, 221, Nariman Point, Mumbai 400021 … Applicant /First Transferor Company CALLED SUMMONS FOR DIRECTION Coram: S.C. Dharmadhikari, J. Date : 18th February, 2011 2 Mr. NaserAli Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of HBL PLASTICS LIMITED, the Applicant abovenamed by Summons for Direction AND UPON hearing Mr. NaserAli Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for the Applicant Company and upon reading the Affidavit dated 10th February, 2011 of Mr. Pavankumar Sanwarmal, Authorised Signatory 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 convening and holding of the Meeting of the Equity Shareholders, of the Applicant /First Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of HBL PLASTICS LIMITED (The First Transferor Company) and MANISHA POLYFILM PRIVATE LIMITED (the Transferor Company) with MAHAL PLASTICS AND FIBRES PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “E-1 to E-7” to the Affidavit-in-support of the Summons for Direction. 2. That convening and holding of the Meeting of the Secured Creditor, of the Applicant /First Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without 3 modification(s), the proposed Scheme of Amalgamation of HBL PLASTICS LIMITED (The First Transferor Company) and MANISHA POLYFILM PRIVATE LIMITED (the second transferor company) with MAHAL PLASTICS AND FIBRES PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consent given by the sole Secured Creditor of the Applicant Company, which is annexed as Exhibit “F” to the Affidavit-in- support of the Summons for Direction. 3. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant /First Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of HBL PLASTICS LIMITED (The First Transferor Company) and MANISHA POLYFILM PRIVATE LIMITED (the second transferor company) with MAHAL PLASTICS AND FIBRES PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by 2 out of 3 Unsecured Creditors of the Applicant Company, which are annexed as Exhibits ‘G-1’ and ‘G-2’ to the Affidavit – in – Support of the Summons for Direction and in view of the undertaking given by the Applicant in paragraph 32(d) of the said Affidavit to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditor whose consent is not obtained. The said Undertaking is accepted. (S.C. Dharmadhikari, J.)