1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 281 OF 2010 IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SECTION 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF KANTI BEVERAGES PRIVATE LIMITED AND IN THE MATTER OF SCHEME OF AMALGAMATION OF RUCHIR ALLOYS PRIVATE LIMITED, TRISTAR BEVERAGES PRIVATE LIMITED AND VAIBHAV LEASORS & DISTRIBUTORS PRIVATE LIMITED WITH KANTI BEVERAGES PRIVATE LIMITED Tristar Beverages Private Limited ) A Company duly incorporated under ) The Companies Act, 1956 and having ) its Registered Office at 1006, Raheja Centre, ) Free Press Journal Marg, Nariman Point, ) Mumbai – 400 021 ) APPLICANT 2 Called Summons for Direction Coram: - S. J. Kathawalla, J. Dated: - 23rd April, 2010 Mr. K. H. Halai i/b M/s. Halai & Co., Advocate for Applicant MINUTES OF ORDER Upon the Application of the Applicant Company abovementioned by a Summons for Directions and upon hearing Mr. K. H. Halai i/b M/s. Halai & Co., Advocate for the Applicant Company and upon reading the Affidavit dated 09th March, 2010 of Mr. Kanti Prasad Parasrampuria, Director of the Applicant Company, in support of the Summons for Directions and the exhibits referred to therein, IT IS ORDERED: 1) That the convening and holding the Meeting of 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 of Ruchir Alloys Private Limited, Tristar Beverages Private Limited and Vaibhav Leasors & Distributors Private 3 Limited with Kanti Beverages Private Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “D-1” to “D-7” to the Affidavit in support of Summons for Direction. 2) There are no Preference Shareholders and Debenture holders of the Applicant Company as mentioned in paragraph No. 25A of the Affidavit in Support of Summons for Direction, hence, the Question of convening and holding the meeting of Preference Shareholders and Debenture holders does not arise. 3) That the convening and holding the Meeting of 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 of Ruchir Alloys Private Limited, Tristar Beverages Private Limited and Vaibhav Leasors & Distributors Private Limited with Kanti Beverages Private Limited is dispensed with in view of the consents given by the sole Secured Creditor of the Applicant Company which is annexed as 4 Exhibits “E” to the Affidavit in support of Summons for Direction. 4) That the convening and holding the Meeting of Unsecured 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 of Ruchir Alloys Private Limited, Tristar Beverages Private Limited and Vaibhav Leasors & Distributors Private Limited with Kanti Beverages Private Limited is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits “G-1” to “G-13” to the Affidavit in support of Summons for Direction. So far as the Trade Creditors of the Applicant Company are concerned, the Applicant undertakes to issue individual Notice of date of hearing of Petition by R. P. A. D. to all the such Creditors. The said undertaking is accepted. (S. J. Kathawalla, J.)