1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY’S SUMMONS FOR DIRECTIONS NO. 531 OF 2011 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956. -And- In the matter of the Scheme of Amalgamation of Giex Foods Private Limited with Fair Exports (India) Private Limited Fair Exports (India) Private Limited …. Applicant/ Transferee Company A Company incorporated under the Provisions of the Companies Act, 1956 having its registered office at 501, Madhava, Bandra Kurla Complex, Bandra (East), Mumbai, Maharashtra – 400051 Called for Summons for Direction 2 Coram: S C Dharmadhikari, J Date: 2nd September, 2011 Mr. Mukesh Sukhija i/b Ms. Nikita Trivedi, Advocate for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Ms. Nikita Trivedi for the Applicant Company, AND UPON READING the Affidavit dated 13th day of June, 2011 of Mr. Mohamed Rafi Veeravu, the Director of the Company, in support of Summons for Directions 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 thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between GIEX FOODS PRIVATE LIMITED, the Transferor Company with FAIR EXPORTS (INDIA) PRIVATE LIMITED, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘E-1‘ to ‘E-3‘ to the Affidavit in support of Summons for Directions. 2. 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 between GIEX FOODS PRIVATE LIMITED, the Transferor 3 Company with FAIR EXPORTS (INDIA) PRIVATE LIMITED, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by the sole Secured Creditor of the Applicant Company, which is annexed as Exhibit ‘G’ to the Affidavit in support of Summons for Directions. 3. That convening and holding the meeting of the Unsecured Creditors including Unsecured Loan Creditors of the Applicant Company of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between GIEX FOODS PRIVATE LIMITED, the Transferor Company with FAIR EXPORTS (INDIA) PRIVATE LIMITED, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 12.1 of the Affidavit in support of Summons of Directions. The Applicant Company undertakes to serve individual notices of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors including Unsecured Loan Creditors. The Applicant Company also undertakes to publish the same in two newspapers, viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 4 4. That in view of the averments made in para 27 of Affidavit in support of summons for Directions the filing of separate proceedings under Section 391 to 394 of the Companies Act, 1956 by the Applicant Company is dispensed with (S.C. Dharmadhikari, J)