1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 733 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 Annapurna Health Food & Agro Products Private Limited (‘the Transferor Company 1’) AND Corntila Food & Packaging Private Limited (‘the Transferor Company 2’) AND Feelfresh Agro Private Limited (‘the Transferor Company 3’ or ‘the Applicant Company’) AND Food Land Agro (India) Private Limited (‘the Transferor Company 4’) AND Prabhat Milk And Agro Industries Private Limited (‘the Transferor Company 5’) AND Sunfresh Soya Oils Refineries Limited (‘the Transferor Company 6’) AND Sunfresh Agro Industries Private Limited ( ‘the Transferee Company’) WITH Their Respective Shareholders and Creditors Feelfresh Agro Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at Gate no 121/2B AT Ranjankhol, Post Tilak Nagar, Taluka Rahata, Ahmednagar, Maharashtra- 413720, India. ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S.C. DHARMADHIKARI, J Date: 9th DECEMBER, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for Applicant Company MINUTES OF 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., for the Applicant Company, AND UPON READING the Affidavit dated 23rd November, 2011 of Mr. Ajay Topale, 2 Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, 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(s), the proposed Scheme of Amalgamation of Annapurna Health Food & Agro Products Private Limited, the Transferor Company 1, Corntila Food & Packaging Private Limited, the Transferor Company 2, Feelfresh Agro Private Limited, the Applicant / Transferor Company 3, Food Land Agro (India) Private Limited, the Transferor Company 4, Prabhat Milk And Agro Industries Private Limited, the Transferor Company 5, Sunfresh Soya Oils Refineries Limited, the Transferor Company 6 with Sunfresh Agro Industries Private Limited, the Transferee Company and their Respective Shareholders and Creditors is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘D1’ to ‘D10’ to the Affidavit in support of the Summons for Direction. 2 That convening and holding of the meeting of the Secured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the Scheme of Amalgamation of Annapurna Health Food & Agro Products Private Limited, the Transferor Company 1, Corntila Food & Packaging Private Limited, the Transferor Company 2, Feelfresh Agro Private Limited, the Applicant /Transferor Company 3, Food Land Agro (India) Private Limited, the Transferor Company 4, Prabhat Milk And Agro Industries Private Limited, the Transferor Company 5, Sunfresh Soya Oils Refineries Limited, the Transferor Company 6 with Sunfresh Agro Industries Private Limited, the Transferee Company and their Respective Shareholders and Creditors is dispensed with in view of the averment made in paragraph 11 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve an individual notice of the hearing of the Petition by Registered Post A.D. to its sole Secured Creditor and also to publish the notice of hearing of the Petition in the local newspapers, viz., Lokmat Times in English language and Lokmat in Marathi language, both circulated in Ahmednagar. The Undertaking is accepted. 3 That convening and holding of the meeting of the Unsecured Creditors including Applicants of share Application money, to consider and, if thought fit, approve, with or without modification(s), the Scheme of Amalgamation of Annapurna Health Food & Agro Products Private Limited, the Transferor Company 1, Corntila Food & Packaging Private Limited, the Transferor Company 2, Feelfresh Agro Private Limited, the Applicant / Transferor Company 3 3, Food Land Agro (India) Private Limited, the Transferor Company 4, Prabhat Milk And Agro Industries Private Limited, the Transferor Company 5, Sunfresh Soya Oils Refineries Limited, the Transferor Company 6 with Sunfresh Agro Industries Private Limited, the Transferee Company and their Respective Shareholders and Creditors is dispensed with in view of the averment made in paragraph 12 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve an individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors including Applicants of share application money and also to publish the notice of hearing of the Petition in the local newspapers, viz., Lokmat Times in English language and Lokmat in Marathi language, both circulated in Ahmednagar. The Undertaking is accepted. (S.C. DHARMADHIKARI, J)