IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 518 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of KESONA POLYMATS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN KESONA PLAST PRIVATE LIMITED (KPPL) … Transferor Company AND KESONA POLYMATS PRIVATE LIMITED (KPMPL) …Transferee Company KESONA POLYMATS PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at K-131/2, MIDC Industrial Area, Waluj, Aurangabad … Applicant / Transferee Company CALLED FOR DIRECTION CORAM: S. J. VAZIFDAR, J. Date : 30th July, 2010 2 Ms. Sunita Pant i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioner MINUTES OF THE ORDER UPON the application of KESONA POLYMATS PRIVATE LIMITED, the Applicant abovenamed, by Summons for Direction AND UPON hearing Ms. Sunita Pant, i/b. M/s. Thakore Jariwala & Associates, Advocates for the Applicant Company and upon reading the Affidavit dated 14th July, 2010 of Mr. Ram Vishnupant Golhar, Director of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘E’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED:- 1. That the convening and holding of the Meeting of the Equity Shareholders of the Applicant/Transferee 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 KESONA PLAST PRIVATE LIMITED with KESONA POLYMATS PRIVATE LIMITED is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant / Transferee Company, which are annexed as Exhibit “H1 to H3” to the Affidavit – in – Support of the Summons for directions. 2. That the convening and holding of Meeting of the Secured Creditor of the Applicant/Transferee 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 KESONA PLAST PRIVATE LIMITED with 3 KESONA POLYMATS PRIVATE LIMITED is dispensed with in view of the consent given by the secured creditor of the Applicant Company representing 100% in value and 100% in number of the total secured creditor, which is annexed as Exhibit “I” to the Affidavit-in-support of the summons for directions. 3. That the convening and holding of Meeting of the Unsecured Creditors of the Applicant / Transferee 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 KESONA PLAST PRIVATE LIMITED with KESONA POLYMATS PRIVATE LIMITED is dispensed with in view of the averments made in paragraph 21 of the Affidavit – in – Support of the Summons for Direction and in view of the consents given by 15 out of 16 Unsecured Creditors of the Applicant / Transferee Company, representing 43.73% in value and 93.75% in number of the total unsecured creditors which are annexed as Exhibits “J1” and “J3” to J16” to the Affidavit – in – Support of the Company Summons for directions. The Applicant undertakes to obtain the consent of the remaining unsecured creditors on or before the filing of the Petition. The said Undertaking is accepted. (S.J. VAZIFDAR, J.)