Company Application No. 162 of 2009 · Bombay High Court

Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavi t dated 29 th day of January, 2009 of Mr. Shreyas Jain, Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:-

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of 2 Arrangement between CELLO PENS AND STATIONERY PRIVATE LIMITED, the Applicant / Demerged Company and CELLO CAPITAL PRIVATE LIMITED, the Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C- 1” to “C- 15” to the Affidavit in support of the Summons for Direction .

There are no Secured Creditors of the Applicant Company as mentioned in paragraph 15 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise.

That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between CELLO PENS AND STATIONERY PRIVATE LIMITED, the Applicant / Demerged Company and CELLO CAPITAL PRIVATE LIMITED, the Resulting Company is dispensed with in view of the averments made in paragraph 16 of the affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors. The said undertaking is accepted. COMPANY JUDGE