IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.394 OF 2009 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 Vista Film and Packaging Private Limited (“VFPPL” or “the Transferor Company”) with Positive Packaging Industries Limited (“PPIL” or “the Transferee Company”) AND their respective Shareholders VISTA FILM AND PACKAGING PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 98, Jolly Maker Chambers - II, 225, Nariman Point, Mumbai - 400 021. ) ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. J. Vazifdar J. Date: 3rd April, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed 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 26th day of March, 2009 of Ms. Sudha Sheth, Power of Attorney Holder of Mr. Anil Kale the Director of the Applicant company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Vista Film and Packaging Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the proposed Scheme of Amalgamation of Vista Film and Packaging Private Limited, Transferor Company, with Positive Packaging Industries Limited, Transferee company, 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 Exhibits “D1” to “D3” to the Affidavit in support of the Summons for Directions. 2. That convening and holding of the meeting of Preference Shareholders of Vista Film and Packaging Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without 2 modification, the arrangement embodied in the proposed Scheme of Amalgamation of Vista Film and Packaging Private Limited, Transferor company, with Positive Packaging Industries Limited, Transferee company, and their respective Shareholders, is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company which is annexed as Exhibit “E” to the Affidavit in support of the Summons for Directions 3. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 17 of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and, if thought fit, approve, with or without modifications, the arrangement embodied in the proposed Scheme of Amalgamation of Vista Film and Packaging Private Limited, Transferor Company with Positive Packaging Industries Limited, Transferee company, and their respective Shareholders, is dispensed with in view of the averments made in paragraph 18 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. upon all its Unsecured 3 Creditors and also to publish the same in two local newspapers viz., Free Press Journal, in English and Maharashtra Times, in Marathi. Publication in Maharashtra Government Gazette is dispensed. The undertaking is accepted. Company Judge 4