IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.163 OF 2009 In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Cello Pens and Stationery Private Limited (the Demerged Company) and Cello Capital Private Limited (Resulting Company) and their respective shareholders and creditors CELLO CAPITAL PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 5, 1st floor, Vakil Industrial Estate., Walbhat Road, Goregaon (East), Mumbai- 400063 ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 6th February, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 29th day of January, 2009 of Mr. Shreyas Jain, Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between CELLO PENS AND STATIONERY PRIVATE LIMITED, the Demerged Company and CELLO CAPITAL PRIVATE LIMITED, the Applicant / Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” to “G-3” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 15 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between CELLO PENS AND STATIONERY PRIVATE LIMITED, the Demerged Company and CELLO CAPITAL PRIVATE LIMITED, the Applicant / Resulting Company is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “H-1” and “H-2” to the affidavit in support of the Summons for Direction. COMPANY JUDGE