1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION No. 744 OF 2009 In the matter of Companies Act 1 of 1956; And In the matter of Section 391 and 394 of the Companies Act 1 of 1956; And In the matter of Scheme of Amalgamation of Arihant Gold Plast Private Limited with SP Extrusion Private Limited SP Extrusion Private Limited an existing Company incorporated and Registered under the Companies Act 1 of 1956 and having its Registered Office at Raghuvanshi Mansion, Office No. 1, Building No. 12, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013 ) ) ) ) ) ) ) ) ) ) ) ) Applicant, The Transferee Company Called Summons for Direction 2 Coram: A. M. Khanwilkar, J. Date: 10th July, 2009 Mr. Dinesh P. Shah for Applicant. MINUTES OF THE ORDER UPON the Application of the Applicant above-named by a summons for direction AND UPON HEARING Mr. Dinesh P. Shah, Advocate for the Applicant AND UPON reading the Affidavit dated 8th June, 2009 of Mr. Ashok Kapoorchand Gowani, Director of the Applicant Company in support of Summons for Direction, AND the exhibits therein referred to, IT IS ORDERED: - 1. That convening and holding the meeting of 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 Arihant Gold Plast Private Limited, the Transferor Company with SP Extrusion Private Limited, the Applicant / Transferee Company, is dispensed in view of the consents given by all the Equity Shareholders of the Applicant Company which is annexed as Exhibit "K” to the Affidavit in support of Summons for Direction. 2. That convening and holding the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of 3 Amalgamation of Arihant Gold Plast Private Limited, the Transferor Company with SP Extrusion Private Limited, the Applicant / Transferee Company, is dispensed in view of the consent given by the sole Secured Creditor, which is annexed as Exhibit "H” to the Affidavit dated 8th day of June, 2009 of Mr. Ashok Kapoorchand Gowani, Director of the Applicant Company in support of Summons for Direction. 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(s), proposed Scheme of Amalgamation of Arihant Gold Plast Private Limited, the Transferor Company with SP Extrusion Private Limited, the Applicant / Transferee Company, is dispensed in view of the consents given by all the 6 Unsecured Loan Creditors of the Applicant Company which is annexed as Exhibit "I” and in view of the averments made in Paragraph 13 to the Affidavit in support of Summons for Direction. The Applicant undertakes to issue individual notice of the hearing of the Petition to all its Unsecured Creditors by Registered Post and also to publish the same in two local newspapers viz. Free Press Journal in English and Maharashtra Times in Marathi. The undertaking is accepted. 4. Certified Copy of this Order expedited. COMPANY JUDGE