1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 746 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Coated Fabrics Private Limited And In the matter of the Scheme of Amalgamation of 1. Akash-Tatva Investments Private Limited, 2. Devita Investments Private Limited, 3. Mohini Investments Private Limited, 4. Fino Communication Equipments Private Limited, 5. K. P. Investments Private Limited, 6. VKC Investments Private Limited, 7. Coated Fabrics Private Limited, 8. Corrugated Box Industries (India) Private Limited, 9. Finolib Chemicals Private Limited, 10. Majesty Investments Private Limited, 11. Pratibha Xero-Graphic Impressions Private Limited, 12. Hi-Tech Poly Coatings Private Limited, 13. Magnum Machines Private Limited, 14. M. I. S. Implant Technologies (India) Private Limited Into Orbit Electricals Private Limited Coated Fabrics Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at “Harmony”, 5 ICS Colony, Ganeshkhind Road, Pune 411 007, Maharashtra, India. ) ) ) ) ) …….Applicant Company Called Summons for Direction 2 CORAM: S.J. Vazifdar J Dated : 26th November, 2010 Mr. Ashish Kamat i/b M/s Chitnis & Co, Advocates for Applicant Company. MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Ashish Kamat i/b M/s Chitnis & Co. Advocates, for the Applicant and UPON reading the Affidavit dated 29th day of October, 2010 of Ms. Meena D’Sa, Authorised Signatory of the Applicant Company, in support of the Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED- : 1. That a meeting of the Equity Shareholders of the above Applicant Company shall be convened and held on Wednesday, the 22nd day of December, 2010 at 1.00 p.m. at “Harmony”, 5 ICS Colony, Ganeshkhind Road, Pune 411 007, Maharashtra, India, for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Akash-Tatva Investments Private Limited, Devita Investments Private Limited, Mohini Investments Private Limited, Fino Communication Equipments Private Limited, K. P. Investments Private Limited, VKC Investments Private Limited, Coated Fabrics Private Limited, Corrugated Box Industries (India) Private Limited, Finolib Chemicals Private Limited, Majesty Investments Private Limited, Pratibha Xero-Graphic Impressions Private Limited, Hi-Tech Poly Coatings Private Limited, Magnum 3 Machines Private Limited, M. I. S. Implant Technologies (India) Private Limited into Orbit Electricals Private Limited 2. That at least 21 clear days before the day appointed for the meeting as aforesaid, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and of the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the prescribed form of proxy can be obtained free of charge at the registered office of the Applicant or at the office of its advocate, be published once each in “Indian Express” in English language and in “Loksatta” in Marathi Edition having circulation in Pune. 3. That, in addition, at least 21 clear days before the said meeting to be held as aforesaid, notice convening the meeting, the place and time aforesaid together with a copy of the said arrangement as embodied in the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy shall be sent by prepaid letter post under certificate of posting addressed to each of the Equity Shareholders of the Applicant at their respective registered or the last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to : (a) issue Notice convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73) (b) issue Form of Proxy as per Form No. 37 (Rule 73) 4 (c) advertise the Notice convening meeting as per Form No. 38 (Rule 74) (d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956 The undertaking is accepted 5. That Mr. Pralhad P. Chhabria, Director, failing him, Dr. Sunil Pathak, Director of the Company, shall be the Chairman of the meeting of the Equity Shareholders to be held on Wednesday, the 22nd day of December, 2010 at 1.00 p.m. at “Harmony”, 5 ICS Colony, Ganeshkhind Road, Pune 411 007, Maharashtra, India, as aforesaid. 6. That the Chairman appointed for the meeting do issue the advertisement and send out notice of the meeting referred to above. 7. That the quorum of the aforesaid meeting shall be 2 (two) Equity Shareholders present in person. 8. That voting by proxy / authorised representative be permitted provided that the proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting as aforesaid is filed with the Applicant at its registered office at “Harmony”, 5 ICS Colony, Ganeshkhind Road, Pune 411 007, Maharashtra, India, not later than 48 hours before the meeting as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the each member shall be in accordance with the books of the Company, and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 5 10. And it is further ordered that the Chairman do report to this Court the result of the said meeting as aforesaid within thirty days of the conclusion of the meeting and that the said report shall be verified by his affidavit. 11. There are no Secured Creditors of the Applicant Company as stated in paragraph 86 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 12. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, the arrangement embodied in the Scheme of Amalgamation of Akash-Tatva Investments Private Limited, Devita Investments Private Limited, Mohini Investments Private Limited, Fino Communication Equipments Private Limited, K. P. Investments Private Limited, VKC Investments Private Limited, Coated Fabrics Private Limited, Corrugated Box Industries (India) Private Limited, Finolib Chemicals Private Limited, Majesty Investments Private Limited, Pratibha Xero-Graphic Impressions Private Limited, Hi-Tech Poly Coatings Private Limited, Magnum Machines Private Limited, M. I. S. Implant Technologies (India) Private Limited into Orbit Electricals Private Limited is dispensed with in view of the consents in writing given by both the Unsecured Creditors of the Applicant Company, which are annexed as Exhibit “C-1” and Exhibit “C-2” to the Affidavit in support of Summons for Direction . (S.J. Vazifdar, J.)