1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 286 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78 and 100 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Ansa Packaging Products Private Limited (the Transferor Company) AND Ansapack Private Limited (the Transferee Company); AND Their respective Shareholders. ANSAPACK PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at The Simplex Mills Compound, 1st Floor, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mahalaxmi (East), Mumbai – 400011. ) ) ) ) ) )…………… The Applicant Company Called for Summons for Direction Coram: S. J. VAZIFDAR J. Date : 6th May, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by Company Summons for Directions AND UPON HEARING Mr. Rajesh Shah, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 31st day of March, 2011 of Mr. Surendra Kabra, Authorised Signatory of the Applicant 2 Company, in support of Company Summons for Directions and Exhibit therein referred to, IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider, and if thought fit, to approve, with or without modifications, the proposed Scheme of Arrangement between Ansa Packaging Products Private Limited (‘the Transferor Company’) and Ansapack Private Limited (‘the Applicant / 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 ‘Exhibit I1 to I8’ to the Affidavit of in support of the Summons for Directions. 2. That the convening and holding of the meeting of the 11% Preference Shareholders of the Applicant Company to consider and if thought fit, to approve with or without modifications, the proposed Scheme of Arrangement between Ansa Packaging Products Private Limited and Ansapack Private Limited and their respective Shareholders, is dispensed with in view of the consent given by the 11% Preference Shareholder of the Applicant Company, which is annexed as ‘Exhibit J’ to the Affidavit of in support of the Summons for Directions. 3. That the convening and holding of the meeting of the 5% Non-Cumulative Preference Shareholder of the Applicant Company to consider and if thought fit, to approve with or without modifications, the proposed Scheme of Arrangement between Ansa Packaging Products Private Limited and Ansapack Private Limited and their respective Shareholders, is dispensed with in view of the 3 consent given by the 5% Non-Cumulative Preference Shareholder of the Applicant Company, which is annexed as ‘Exhibit K’ to the Affidavit of in support of the Summons for Directions. 4. That the procedure u/s 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraph 23 of the Affidavit of in support of the Summons for Directions. 5. That convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement is dispensed with in view of the averments made in paragraph 25 of the Affidavit of in support of the Summons for Directions. The Applicant undertakes to obtain consents of its Secured Creditors before the date of hearing of the Petition. The said undertaking is accepted. 6. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement is dispensed with in view of the averments made in paragraph 26 of the Affidavit of in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. (S. J. VAZIFDAR J.)