Kapoor Glass (India) Pvt. Ltd v. -

- 1 -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 422 OF 2015 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 Kapoor Glass (India) Private Limited with Dinshi Ampoule Makers Private Limited Kapoor Glass (India) Private Limited ) a Company incorporated under the ) Companies Act 1956 and ) having its registered office at ) 5, Navalka, 24, Abdul Gaffar Khan Road, ) Worli, Mumbai 400 018 ) .... Applicant Company Called the Summons for Direction for Hearing Mr. Ramesh Saraogi, Advocate for the Applicant Coram : S.C. Gupte J.

Date : 12th June, 2015 MINUTES OF THE ORDER Upon the Application of the Company above named by a Summons for Direction AND UPON HEARING Mr. Ramesh Saraogi, Advocate for the

- 2 - Applicant Company AND UPON READING the Affidavit dated 15th April, 2015 of Mr. Sanjeev Kapoor, Director of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT:-

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 modifications the Scheme of Amalgamation of Kapoor Glass (India) Private Limited with Dinshi Ampoule Makers Private Limited is dispensed with in view of the consent given by all the seven equity shareholders of the Applicant Company, which is annexed as Exhibit - "H-1 to H-7" to the Affidavit in Support of the Summons For Direction.

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 the proposed Scheme of Amalgamation of Kapoor Glass (India) Private Limited with Dinshi Ampoule Makers Private Limited is dispensed with in view of the averment made in para 16 of the affidavit in support of Summons for Directions interalia stating that the Applicant undertakes to issue the individual notice of date of hearing of the Company Scheme Petition by RPAD to its one secured creditor and also to publish the same in the two local newspapers i.e. Free Press

- 3 - Journal in English language and translation thereof in Navshakti in Marathi language both having circulation in Mumbai. The said undertaking is accepted.

3. That 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 the proposed Scheme of Amalgamation of Kapoor Glass (India) Private Limited with Dinshi Ampoule Makers Private Limited is dispensed with, in view of the averment made in para 17 of the affidavit in support of Summons for Directions that the Applicant Company has obtained consent letters from the unsecured creditors which is annexed as Exhibit "K-1" to "K-8" to the affidavit in support of the Summons for Direction and that the Applicant undertakes to issue the individual notice of date of hearing of the Company Scheme Petition by RPAD to all its unsecured creditors and also to publish the same in the two local newspapers i.e. Free Press Journal in English language and translation thereof in Navshakti in Marathi language both having circulation in Mumbai. The said undertaking is accepted. (S. C. Gupte, J.)