Cello Tips And Pens Private Limited v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.784 OF 2016. In the matter of the Companies Act, 1956 (1 of 1956) and to the extent applicable provisions of the Companies Act, 2013 (18 of 2013);

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

AND In the matter of Scheme of Amalgamation of CELLO PENS PRIVATE LIMITED, CELLO STATIONERY PRODUCTS PRIVATE LIMITED, CELLO TIPS AND PENS PRIVATE LIMITED, CELLO WRITING INSTRUMENTS AND CONTAINERS PRIVATE LIMITED, and PENTEK PEN AND STATIONERY PRIVATE LIMITED with CELLO PLASTIC PRODUCTS PRIVATE LIMITED.

CELLO TIPS AND PENS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at Plot No.711/1,2,3,4 Somnath Road, Dabhel Daman DD 396210 ) ) ) ) ) )...Applicant Company Called Summons for Direction for hearing Mr. Tushar Shah i/b Vaish Associates, Advocates for the Applicant Company.

Coram: A. K. Menon, J.

Date: 29th September, 2016 MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Tushar Shah i/b

Vaish Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24th day of August, 2016 of Ms. Jyotsna Solse, Authorized Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits referred to therein, 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 Scheme of Amalgamation of CELLO PENS PRIVATE LIMITED, CELLO STATIONERY PRODUCTS PRIVATE LIMITED, CELLO TIPS AND PENS PRIVATE LIMITED, CELLO WRITING INSTRUMENTS AND CONTAINERS PRIVATE LIMITED and PENTEK PEN AND STATIONERY PRIVATE LIMITED with CELLO PLASTIC PRODUCTS PRIVATE LIMITED, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits "C-1"and"C-2" to the Affidavit in Support of Company Summons for Direction.

2.

That there are no Secured Creditors of the Applicant Company as stated in paragraph 42 of the Affidavit in Support of Company Summons for Direction. Hence, the question of convening and holding meeting of Secured Creditors does not arise.

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(s), the

proposed Scheme of Amalgamation of CELLO PENS PRIVATE LIMITED, CELLO STATIONERY PRODUCTS PRIVATE LIMITED, CELLO TIPS AND PENS PRIVATE LIMITED, CELLO WRITING INSTRUMENTS AND CONTAINERS PRIVATE LIMITED, and PENTEK PEN AND STATIONERY PRIVATE LIMITED with CELLO PLASTIC PRODUCTS PRIVATE LIMITED, is dispensed with in view of the averments made in paragraphs 43 of the Affidavit in Support of Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. upon all its Unsecured Creditors and also publish the same in 'Free Press Journal', in English, language and a translation thereof in "Gujarat Samachar" in Gujarati language both having circulation in Daman. The said undertaking is accepted.

(A. K. Menon, J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by : Shankar Gawde, Stenographer.