IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 80 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of RAYON AGENTS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 6-C, Sindhu House, Nanabhai Lane, Flora Fountain, Fort, Mumbai – 400 001 AND In the matter of SCHEME OF AMALGAMATION BETWEEN FIBRE SPINNERS PRIVATE LIMITED (FSPL) AND RAYON AGENTS PRIVATE LIMITED (RAPL) AND PRATIKSHA PROPERTIES DEALERS PRIVATE LIMITED (PPDPL) ……Transferor Companies And MAN-MADE FIBRES PRIVATE LIMITED (MMFPL) ……… Transferee Company RAYON AGENTS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 6-C, Sindhu House, Nanabhai Lane, Flora Fountain, Fort, Mumbai – 400 001. ……Applicant / the Second Transferor Company Called Summons for Direction Coram: S. J. Kathawalla J. Date : 29TH January 2010 Mr. Nasir Ali Rizvi i/b. M/s. Thakore Jariwala & Associates for Applicant. MINUTES OF THE ORDER UPON the application of Rayon Agents Private Limited, the Applicant above named by Summons for Direction AND UPON hearing Mr. Nasir Ali Rizvi Advocate for the Company and upon reading the Affidavit dated 22nd day of January 2010 of Mr. Pavankuamr Sanwarmal, Director of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED: 2 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Second Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation between Fibre Spinners Private Limited, Rayon Agents Private Limited, Pratiksha Properties Dealers Private Limited with Man-Made Fibres Private Limited, the Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / the Second Transferor Company, which are annexed as Exhibits ‘C-1 and C-2 ’ to the Affidavit – in – Support of the Summons for directions. 2. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Fibre Spinners Private Limited, Rayon Agents Private Limited, Pratiksha Properties Dealers Private Limited with Man-Made Fibres Private Limited, Transferee Company is dispensed with in view of the averments made in paragraph 42 of the Affidavit – in – Support of the Summons for direction and in view of the consent as given by the 3 sole Unsecured Creditor of the Applicant / Second Transferor Company which annexed as Exhibit ‘ D’ to the Affidavit – in – Support of the Summons for Directions. 3. There are no Secured Creditors of the Applicant Company, as mentioned in paragraphs 43 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured Creditors does not arise. (S. J. Kathawalla J.) 4