Page 1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 13 OF 2010 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 between Shibani Plantations Private Limited (First Transferor Company) And Shibani Agro Products Private Limited (Second Transferor Company) And Shibani Greens Private Limited (Third Transferor Company) And Shefali Agro Products Private Limited (Fourth Transferor Company) And Shefali Greens Private Limited (Fifth Transferor Company) And Shefali Horticulture Private Limited (Sixth Transferor Company) And Sweet Valley Agro Products Private Limited (Seventh Transferor Company) And their respective Shareholders With Shefali farms Private Limited (Transferee Company) SWEET VALLEY AGRO PRODUCTS PVT LTD) a Company incorporated under the provisions of ) the Companies Act, 1956 and having its ) registered office at 34B, F Block, Sitaram ) Building, Palton Road, Mumbai – 400 001 ) … Applicant Company Page 2 Called for Summons for Direction Coram: S. J. Kathawalla, J Date : 8th January, 2010 Mr. Aslam Khan, Advocate for Applicant MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Directions and UPON HEARING Mr. ASLAM KHAN, Advocates for the applicant Company, AND UPON READING the Affidavit dated 22nd of December, 2009 of Mr. Bipin M Chudgar , the Authorized Signatory on behalf of Mr. D. K. Lal, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of SWEET VALLEY AGRO PRODUCTS PRIVATE LIMITED, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Scheme of Arrangement and Amalgamation between Shibani Plantations Private Limited (First Transferor Company) And Shibani Agro Products Private Limited (Second Transferor Company) And Shibani Greens Private Limited (Third Transferor Company) And Shefali Agro Products Private Limited (Fourth Transferor Company) And Shefali Greens Private Limited (Fifth Transferor Company) And Shefali Horticulture Private Limited (Sixth Transferor Company And Sweet Valley Agro Products Private Limited (Seventh Transferor Company) with Shefali Farms Private Limited (Transferee Company) is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C” to the affidavit in support of the Summons for Directions. Page 3 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph (47) of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement and Amalgamation is dispensed with in view of the averment made in paragraph (48) 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 R.P.A.D. to all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal in English and Maharashtra Times, in Marathi both circulated at Mumbai. The undertaking is accepted. (S. J. Kathawalla, J.)