IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.234 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of – Amijay Labels Private Limited, (Transferor Company) with Spica Elastic Private Limited (Transferee Company) Spica Elastic Private Limited ) A Company incorporated under the ) Companies Act, 1956 and having its ) Registered office at 477, Chandra Chowk ) 3rd Lane, M.J. Cloth Market, ) Mumbai – 400 002 Maharashtra ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram : S. J. VAZIFDAR, J. Date : 8th April, 2011 Mr. A. G. Damle, Advocate for Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Company Summons for Direction AND UPON HEARING Mr. Atul Damle, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 1ST February, 2011 of Mr. Sudhir Kulkarni, Executive Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if though fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Amijay Labels Private Limited, the Transferor Company with Spica Elastic Private Limited, the Applicant/Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “I-1” to “I-13” to the Affidavit in support of the Company Summons for Direction. 2. That convening and holding the meeting of the Preference 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 of Amijay Labels Private Limited, the Transferor Company with Spica Elastic Private Limited, the Applicant/Transferee Company, is dispensed 2 with in view of the consents given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibits I-1 to I-4, I-7 and I-14 to I 20 to the Affidavit in support of the Company Summons for Direction. 3. That convening and holding the meeting of the Secured 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 of Amijay Labels Private Limited, the Transferor Company with Spica Elastic Private Limited, the Applicant/Transferee Company, is dispensed with in view of the consent given by the sole Secured Creditors of the Applicant Company, which is annexed as Exhibit “K” to the Affidavit in support of the Company Summons for Direction. 4. There are no Unsecured Creditors of the Applicant Company as stated in paragraph 17 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Unsecured Creditors does not arise. Moreover, the Applicant undertakes to give individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors, if any, till the date of filing of Petition. The undertaking is accepted. (S. J. Vazifdar, J.) 3