- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.107 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of Novel Agro Products Pvt. Ltd. with Devashree Foods Pvt. Ltd. Novel Agro Products Pvt. Ltd. ) a Company incorporated under the ) Companies Act 1956 (1 of 1956) and) having its registered office at 30, ) Rajnigandha Shopping Centre, ) Gokuldham, Goregaon (E), ) Mumbai – 400 063 ) …Applicant Company Called for Summons for Direction Coram : S. C. Dharmadhikari, J. Date : 11th February, 2011 Mr. Ramesh Saraogi, Advocate for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Ramesh Saraogi, Advocate for the Applicant Company AND UPON READING the - 2 - Affidavit dated 8th day of February, 2011 of Mr. Devendra Garg, Director of the Applicant Company in support of the Summons for Direction 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, the proposed Scheme of Amalgamation of Novel Agro Products Pvt. Ltd., the Transferor Company, with Devashree Foods Pvt. Ltd., the Transferee Company, is dispensed with in view of the consents in writing given by both the Equity Shareholders of the Applicant Company to the proposed Scheme of Amalgamation, which are annexed as Exhibits – “G-1” and “G-2” to the Affidavit in Support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as stated in paragraph 15 of the Affidavit in Support of Summons for Direction; hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Novel Agro Products Pvt. Ltd., the Transferor Company, with Devashree Foods Pvt. Ltd., the Transferee Company, is dispensed with in view of the - 3 - averments made in paragraph 16 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to issue individual Notice of hearing of the Petition to all its Unsecured Creditors by R.P.A.D. and also to publish the Notice of the hearing of the Petition in two local news papers, viz., Free Press Journal in English and Maharashtra Times in Marathi, both having circulation in Mumbai. The undertaking is accepted. 4. That in view of the averments made in paragraph 17 of the Affidavit-in-Support of Summons for Direction, the requirement of filing the separate Company Summons for Direction and Company Scheme Petition under Sections 391 to 394 of the Companies Act, 1956 by Devashree Foods Pvt. Ltd., the Transferee Company is dispensed with. (S. C. Dharmadhikari, J.)