Anchit Chemicals Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 130 OF 2016 In the matter of the Companies Act, 1956;

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

AND In the matter of Scheme of Amalgamation of Anchit Chemicals Private Limited ("Transferor Company 1") and Jagsons Intermediates And Chemicals Private Limited ("Transferor Company 2") with Roha Eco Energy Private Limited ("Transferee Company") and their respective shareholders Anchit Chemicals Private Limited, a ) company incorporated under the ) Companies Act, having its ) registered office at Jagdish Textile ) Premises, Suryodaya Mills Compound, ) )......Applicant Company Tardeo, Mumbai 400 034 Called Summons for Directions for hearing Mr. Hemant Sethi, i/b. Hemant Sethi & Co., Advocates for the Applicant CORAM: K. R. Shriram, J.

DATE: 26TH February, 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 2nd day of December, 2015 of Mr. Kishorilal Kediya, Authorised Signatory of the Applicant Company, in support of Summons for Directions and Exhibits referred therein, IT IS ORDERED:

1. That convening and holding of 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 amalgamation embodied in the Scheme of Amalgamation of Anchit Chemicals Private Limited ("Transferor Company 1") and Jagsons Intermediates And Chemicals Private Limited ("Transferor Company 2") with Roha Eco Energy Private Limited ("Transferee Company") and their respective shareholders, is dispensed with in view of the consent given by all the seven Equity Shareholders of the Applicant Company, which are annexed as "D1" to "D7" to the affidavit in support of the Company Summons for Direction.

2. The question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise since there are no Secured Creditors in the Applicant Company as stated in paragraph 14 of the Affidavit in Support of the Company Summons for Direction.

3. That 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 amalgamation embodied in the Scheme of Amalgamation of Anchit Chemicals Private Limited ("Transferor Company 1") and Jagsons Intermediates And Chemicals Private Limited ("Transferor Company 2") with Roha Eco Energy Private Limited ("Transferee Company") and their respective shareholders, is dispensed with is dispensed with in view of the averment made in paragraph (15) of the affidavit in support of the Summons for Directions inter alia stating that Proposed Scheme is an Arrangement

between the Applicant Company and its Shareholders in accordance with the provisions of Section 391(1)(b) of the Companies Act, 1956 and not in accordance with the provisions of Section 391(1)(a), as there is no Arrangement and/or Compromise with the Unsecured Creditors as no sacrifice is called for under the proposed Scheme and that the Applicant Company undertakes to issue individual notices to all its Unsecured Creditors and also publish notices in Free Press Journal in English language and translation thereof in Navshakti in Marathi language. The said undertaking is accepted.

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

Uploaded By: Shankar Gawde, Stenographer