1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.304 OF 2008 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Section 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Noval Thermolders Private Limited with Kalpana Glass Fibre Private Limited and their respective shareholders Kalpana Glass Fibre Private Limited, a Company ) Incorporated under the provisions of Companies act, ) Act 1956 having its registered office at Gat No.77/81, ) Mouje Sasewadi, Taluka Bhor, Dist: Pune Pin 412205 )….Applicant Company Called for Summons for Direction Coram: S. J. Vazifdar J. Date : 6th March , 2009 0.0.0.0.0.1 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant 0.1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 28th February 2009 of Mr. Shrikant Laxman Phadke, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That the convening and holding the meeting of the Equity Shareholders of Kalpana Glass Fibre Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the 2 arrangement embodied in the proposed Scheme of Amalgamation of Noval Thermolders Private Limited, the Transferor Company with Kalpana Glass Fibre Private Limited, the Applicant/Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 & C2 to the affidavit in support of the Summons for Directions. 2. That the convening and holding the meeting of the Secured and Unsecured Creditors of Kalpana Glass Fibre Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Noval Thermolders Private Limited, the Transferor Company with Kalpana Glass Fibre Private Limited, the Applicant/Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of avernments made in paragraph twenty one of the affidavit in support of Summons. Applicant undertakes to give individual notices of the date of hearing of petition to all its Creditors by letter posted by RPAD. The said undertaking is accepted. (S. J. VAZIFDAR J)