- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.656 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter Fibre Foils Limited; And In the matter of Scheme of Amalgamation of Fibre Shells Limited with Fibre Foils Limited and their respective shareholders and creditors Fibre Foils Limited ) a company incorporated under ) the Companies Act, 1956 and having ) its Registered Office at Plot no. A/6, ) Road No. 5, MIDC, Andheri (E), ) Mumbai 400-093, Maharashtra ) ....Applicant/Transferee Company Called for Summons for Directions Coram : A. M. Khanwilkar, J. Dated: 18th June, 2009 Mr. Ashish Parwani i/b Rajani Associates for Applicant - 2 - MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mr. Ashish Parwani instructed by Rajani Associates, Advocates for the Applicant, AND UPON READING the Affidavit dated 8th of April, 2009 of Mr. B.K Shetty, the Managing Director of the Applicant, in support of the Summons for Directions and the Exhibits thereto referred, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Amalgamation of Fibre Shells Private Limited, (the "Transferor Company") with Fibre Foils Limited, (the "Applicant"/ "Transferee Company") and their respective shareholders and creditors is dispensed with as all the Equity Shareholders have given their consents to the Scheme of Amalgamation which are annexed as Exhibits H-1 to Exhibit H-16 to the Affidavit in Support of Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Amalgamation of Fibre Shells Limited (the "Transferor Company") with Fibre Foils Limited (the "Applicant/ Transferee Company") and their respective shareholders and creditors is dispensed with as both Secured Creditors have given their consent to the Scheme of Amalgamation which are annexed as - 3 - Exhibits J-1 and Exhibit J-2 to the Affidavit in Support of Summons for Direction. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Amalgamation of Fibre Shells Limited (the "Transferor Company") with Fibre Foils Limited (the "Applicant/ Transferee Company") and their respective shareholders and creditors is dispensed with as ninety six (96) out of one hundred nineteen (119) Unsecured Creditors aggregating to 78.15% in value and 73.94% in number have already given their consent to the Scheme of Amalgamation which are annexed as Exhibits L-1 to Exhibit L-96 to the Affidavit in Support of Summons for Direction. The Applicant undertakes to give individual notice of date of final hearing of the Company Petition by Registered Post Acknowledgement Due to its balance Unsecured Creditors whose consent are not received and whose consent letters are under office objections. The undertaking is accepted. 4. Issuance of Certified copy of this order is expedited. COMPANY JUDGE