1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 403 OF 2011 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation BETWEEN Polycab Industries Private Limited AND Polycab Cables Private limited AND BNK Plastics Private Limited AND Polycab Industries Daman Private Limited WITH Polycab Wires Private Limited AND Their Respective Shareholders BNK Plastics Private Limited, a Company } Incorporated under the provisions of Companies act, } 1956 having its Registered office at Polycab House, } 1st Floor, 771, Pandit Satwalekar Marg, Mahim (West), } Mumbai – 400 016, Maharashtra } ……Applicant Called Summons for Direction Coram: S. J. KATHAWALLA, J DATE: 1st JULY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON 2 READING the Affidavit dated 9th June, 2011 of Mr. Abhay N. Manudhane, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of 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 between Polycab Industries Private Limited, Polycab Cables Private limited, BNK Plastics Private Limited, Polycab Industries Daman Private Limited with Polycab Wires Private Limited, is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” to “C5” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph fourteen of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Polycab Industries Private Limited, Polycab Cables Private limited, BNK Plastics Private Limited, Polycab Industries Daman Private Limited with Polycab Wires Private Limited, is dispensed with in view of averments made in paragraph fifteen of the Affidavit in support of Company Summons for Direction inter alia, stating that the present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) 3 and not in accordance the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no compromise and/or arrangement with the Creditors as no sacrifice is called for and that the rights of the Unsecured Creditors will not be affected and the Creditors of the Applicant Company will be paid off in ordinary course of business by the Transferee Company. The Applicant Company has also given an undertaking to serve an individual notice of the hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of the Petition in local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. (S.J. KATHAWALLA, J)