IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1600 OF 2008 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 Paxar India Private Limited (“the First Transferor company”) and RVL Packaging India Private Limited (“the Second Transferor Company”) with Avery Dennison (India) Private Limited (“the Transferee Company”) and their respective Shareholders. RVL Packaging India Private Limited , a company incorporated under the Companies Act, 1956 having its registered office at A 370, Road No. 27, Wagle Industrial- Area Thane – 400 601. ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar J Date: 5th December, 2008 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 20th November, 2008 of Mr. Antatyami Nayak, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of RVL Packaging India Private Limited, the Applicant / Second Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Paxar India Private Limited and RVL Packaging India Private Limited with Avery Dennison India Private Limited and their respective Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit L-1 and L-2 to the affidavit in support of the Summons for Directions. 2) There are no Secured Creditors of RVL Packaging India Private Limited, the Applicant /Second Transferor Company, as mentioned in paragraph 21 of the affidavit in support of the Summons for 2 Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding the meeting of the Unsecured Creditors of RVL Packaging India Private Limited, the Applicant or the Second Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Paxar India Private Limited and RVL Packaging with Avery Dennison (India) Private Limited and their respective Shareholders is dispensed with in view of the averment made in para 22 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. Company Judge 3