Vvf Limited v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 256 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956);

AND In the matter of Sections 391 to 394 of the Companies Act, 1956;

AND In the matter of Scheme of Arrangement between VVF Limited and VVF Terminals and Logistics Private Limited AND Their Respective Shareholders VVF LIMITED, a company ) incorporated under the Companies Act, ) 1956 having its registered office at ) 109, Opposite Sion Fort Garden, Sion ) ...Applicant Company East, Mumbai - 400 022 Called Summons for Direction for Hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant Coram: B. P. Colabawalla, J.

Date: 15th April, 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit

dated 17th day of February, 2016 of Mrs. Dipti Todkar, Authorised Representative of the Applicant 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 arrangement embodied in the Scheme of Arrangement between VVF Limited and VVF Terminals and Logistics Private Limited and Their Respective Shareholders is dispensed with in view of the consents given by all the sixteen Equity Shareholders of the Applicant Company, which are annexed as Exhibits 'D1-D16' to the Affidavit in support of the Company Summons for Direction.

2. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between VVF Limited and VVF Terminals and Logistics Private Limited and their Respective Shareholders is dispensed with in view of the averment made in paragraph 11 of the affidavit in support of the Company Summons for Directions, inter- alia stating that the Scheme does not envisage any compromise or arrangement with the Secured Creditors and there will be no dilution in the rights of the Secured Creditors and that the Applicant Company undertakes to serve individual notices of the date of hearing of Petition by Registered Post A.D. to all its Secured Creditors and also publish the same in one issue each of Free Press Journal, in English language and translation thereof in Navshakti in Marathi language both circulated in Mumbai. The said undertaking is accepted.

3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between VVF Limited and VVF Terminals and Logistics Private Limited and their Respective Shareholders is dispensed with in

view of the averment made in paragraph 12 of the affidavit in support of the Company Summons for Directions , inter- alia stating that the Scheme does not envisage any compromise or arrangement with the Unsecured Creditors and there will be no dilution in the rights of the Unsecured Creditors and that the Applicant Company undertakes to serve individual notices of the date of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors and also publish the same in one issue each of Free Press Journal, in English language and translation thereof in Navshakti in Marathi language both circulated 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 original signed order.

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