1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1230 OF 2009 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 read with Sections 100 to 105 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of SHRI SHALIBHADRA AGRO INVESTMENTS PRIVATE LIMITED, the First Transferor Company and FUNKY KNITS PRIVATE LIMITED, the Second Transferor Company with NOVIE AGRO INVESTMENTS PRIVATE LIMITED, the Transferee Company. NOVIE AGRO INVESTMENTS PRIVATE LIMITED, a company ) ) 2 incorporated under the Companies Act, 1956 having its registered office at 3rd Floor, Kohinoor Estate, 165, Senapati Bapat Marg, Lower Parel (West), Mumbai-400 013. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: Dr. D. Y. Chandrachud, J Date: 27th November, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 21st day of November, 2009 of Mr. Runit Shah, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 3 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of SHRI SHALIBHADRA AGRO INVESTMENTS PRIVATE LIMITED, the First Transferor Company and FUNKY KNITS PRIVATE LIMITED, the Second Transferor Company with NOVIE AGRO INVESTMENTS PRIVATE LIMITED, the Applicant /Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibits “H-1” to “H-5” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in para 20 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4 3. That the convening and holding the meeting of the sole Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of SHRI SHALIBHADRA AGRO INVESTMENTS PRIVATE LIMITED, the First Transferor Company and FUNKY KNITS PRIVATE LIMITED, the Second Transferor Company with NOVIE AGRO INVESTMENTS PRIVATE LIMITED, the Applicant /Transferee Company is dispensed with in view of the consent given by the sole Unsecured Creditors of the Applicant Company as on date, which are annexed as Exhibits “I” to the affidavit in support of the Summons for Direction. 4. That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on October 26, 2009 and in view of the averment made in paragraph (22) of the Affidavit dated the 21st day of 5 November, 2009 of Mr. Runit Shah that the reduction of equity share capital and utilisation of reserve account of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is not required and is dispensed with (Dr. D. Y. Chandrachud, J)