Keva Fragrances Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 310 OF 2016 In the matter of Companies Act, 1956 (or re-enactment thereof upon effectiveness of the Companies Act, 2013) AND In the matter of Sections 391 to 394 of the Companies Act, 1956 (or any corresponding provisions Companies Act, 2013 as may be notified);

AND In matter between Keva Fragrances Private Limited with K. V.

Arochem Private Limited and their respective shareholders and creditors Keva Fragrances Private Limited, ) a company incorporated under the provisions of ) Companies Act, 1956 having its Registered Office ) at Devkaran Mansion, 36, Mangaldas Road ) Mumbai, India - 400002 ) ......... Applicant Company Called Summons for Direction for Hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., Advocates for the Applicant Company Coram: B.P.COLABAWALLA, J Date: 22nd APRIL , 2016 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 10th February, 2016

of Mrs. Deepti Chandratre, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction, and the Exhibits there in referred to, IT IS ORDERED THAT:

1. The 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), proposed between Keva Fragrances Private Limited and K. V. Arochem Private Limited and their respective shareholders and creditors, is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits "D-1" and "D-2" to the Affidavit in support of the Company Summons for Directions.

2. The convening and holding the meeting of the Secured Creditor 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 Keva Fragrances Private Limited and K. V. Arochem Private Limited and their respective shareholders and creditors, is dispensed with in view of averments made in paragraph 11 of the Affidavit in support of the Company Summons for Directions, inter-alia stating that the present Scheme is an arrangement between the Applicant Company and its shareholders and there is no Compromise and/or Arrangement with the Creditors as no sacrifice is called for. So far as the rights of the Secured

Creditor of the Applicant Company is concerned, they will in no way be affected by the proposed Scheme of Arrangement and that the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition to its sole Secured Creditor by RPAD and also publish the same in two local newspapers namely 'Free Press Journal' in English language and translation thereof in 'Navshakti' in Marathi Language both having circulation in Mumbai. The said undertaking is accepted.

3. The convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), proposed between Keva Fragrances Private Limited and K. V. Arochem Private Limited and their respective shareholders and creditors, is dispensed with in view of averments made in paragraph 12 of the Affidavit in support of the Company Summons for Directions, inter-alia stating that the present Scheme is an arrangement between Applicant Company and its shareholders and there is no Compromise and/or Arrangement with the Creditors as no sacrifice is called for. So far as the rights of the Unsecured Creditors of the Applicant Company are concerned, they will in no way be affected by the proposed Scheme of Arrangement and that the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition to all its Unsecured Creditors

by RPAD and also publish the same in two local newspapers namely 'Free Press Journal' in English language and translation thereof in 'Navshakti' in Marathi Language both having circulation in Mumbai. The said undertaking is accepted. (B.P.COLABAWALLA, J ) CERTIFICATE I certify that this Order uploaded is a true and correct copy of the original signed order.

Uploaded By: Shankar Gawde, Stenographer