1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1387 OF 2008 In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of TEX OVERSEAS PRIVATE LIMITED with NEELKANTH ROCK-MINERALS LIMITED V. TEX OVERSEAS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 322, 3rd Floor, A wing, 82, Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai – 400 093. ) ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. A. Bobde, J Date: 26th September, 2008 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER IT IS ORDERED:- 2 1. 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 Amalgamation of V. TEX OVERSEAS PRIVATE LIMITED, the Applicant / Transferor Company with NEELKANTH ROCK-MINERALS LIMITED, the Transferee Company, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “B-1” to “B-12” to the affidavit dated 30th June, 2008 of Mr. Amit Kumar Jain, Authorised Signatory of the Applicant Company in support of the Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of V. TEX OVERSEAS PRIVATE LIMITED, the Applicant / Transferor Company with NEELKANTH ROCK-MINERALS LIMITED, the Transferee Company, is dispensed with in view of the averment made in paragraph 3 of the further affidavit dated 16th September, 2008 of Mr. Amit Kumar Jain, Authorised Signatory of the Applicant Company in support of the Summons for Directions. The Applicant undertakes to obtain consent from all secured creditors before the final hearing of the petition. The said undertaking is accepted. 3 3. That the convening and holding the meeting of the Unsecured Loan Creditors of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of V. TEX OVERSEAS PRIVATE LIMITED, the Applicant / Transferor Company with NEELKANTH ROCK-MINERALS LIMITED, the Transferee Company, is dispensed with in view of the consents given by all the Unsecured Loan Creditors of the Applicant Company, which are annexed as Exhibits “C-1” to “C-10” to the further affidavit dated 16th September, 2008 of Mr. Amit Kumar Jain, Authorised Signatory of the Applicant Company in support of the Summons for Direction. 4. 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 Amalgamation of V. TEX OVERSEAS PRIVATE LIMITED, the Applicant / Transferor Company with NEELKANTH ROCK-MINERALS LIMITED, the Transferee Company, is dispensed with in view of the averment made in paragraph 5 of the further Affidavit dated 16th September, 2008 of Mr. Amit Kumar Jain, Authorised Signatory of the Applicant Company 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 and also to publish the same in Free Press Journal, in English and Maharashtra 4 Times, in Marathi. The said undertaking is accepted. COMPANY JUDGE