Aware Distributors Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 668 OF 2015. In the matter of the Companies Act, 1 of 1956 and other relevant provisions of the Companies Act, 2013;

AND In the matter of Sections 391 to 394 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013;

AND In the matter of Scheme of Amalgamation of DRAWBACK VINIMAY PRIVATE LIMITED, the First Transferor Company and AWARE DISTRIBUTORS PRIVATE LIMITED, the Second Transferor Company and NIHAL MERCANTILE PRIVATE LIMITED, the Third Transferor Company and SARGAM DEALCOM PRIVATE LIMITED, the Fourth Transferor Company and AARIKA STEELS & METAL PRIVATE LIMITED, the Fifth Transferor Company and DHANURVEDAH TRADE PRIVATE LIMITED, the Sixth Transferor Company with MITC ROLLING MILLS PRIVATE LIMITED, the Transferee Company.

AWARE DISTRIBUTORS PRIVATE ) LIMITED, a company incorporated under ) the Companies Act, 1956 having its ) registered office at 1, Mulund Vaibhav, )

Zaver Cross Road,Adjacent to Railway ) Station, Mulund (West), Mumbai 400 080.

) ...Applicant Company.

Called Summons for Direction for hearing Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant Coram: S. C. Gupte, J.

Date: 7th August, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 22nd June, 2015 Mrs. Sonal Khona, Director of the Applicant Company, in support of the Summons for Direction and the Exhibit therein 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) the proposed Scheme of Amalgamation of DRAWBACK VINIMAY PRIVATE LIMITED, the First Transferor Company and AWARE DISTRIBUTORS PRIVATE LIMITED, the Second Transferor Company and NIHAL MERCANTILE PRIVATE LIMITED, the Third Transferor Company and SARGAM DEALCOM PRIVATE LIMITED, the Fourth Transferor Company and AARIKA STEELS & METAL PRIVATE LIMITED, the Fifth Transferor Company and DHANURVEDAH TRADE PRIVATE LIMITED, the Sixth

Transferor Company with MITC ROLLING MILLS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit 'C-1' and 'C-2' to the Affidavit in support of Summons for Direction. 2.

That the question of convening and holding of the meeting of Secured Creditors does not arise since there are no Secured Creditors of the Applicant Company as stated in paragraph 43 of the Affidavit in support of Summons for Direction.

3.

The convening and holding of 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) the proposed Scheme of Amalgamation of DRAWBACK VINIMAY PRIVATE LIMITED, the First Transferor Company and AWARE DISTRIBUTORS PRIVATE LIMITED, the Second Transferor Company and NIHAL MERCANTILE PRIVATE LIMITED, the Third Transferor Company and SARGAM DEALCOM PRIVATE LIMITED, the Fourth Transferor Company and AARIKA STEELS & METAL PRIVATE LIMITED, the Fifth Transferor Company and DHANURVEDAH TRADE PRIVATE LIMITED, the Sixth Transferor Company with MITC ROLLING MILLS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 44 of the Affidavit in support of the

Summons for Direction and that the Applicant undertakes to issue individual notice of date of hearing of the Company Scheme Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in two local news papers viz. "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.)