IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1599 OF 2008. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of SHIRUP IMPEX PRIVATE LIMITED with RONTGEN SAWS PRIVATE LIMITED RONTGEN SAWS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 44, Nagdevi Cross Lane, 1st Floor, Office No.8, Masjid Bunder (W), Mumbai – 400 003 ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram : A. M. Khanwilkar, J. Date : 5th December, 2008 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER IT IS ORDERED:- UPON the application of the Applicant Company abovenamed 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 Affidavit dated 24th day of November, 2008 of Mr. Devesh. Shah, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED 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 SHIRUP IMPEX PRIVATE LIMITED, the Transferor Company with RONTGEN SAWS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibit “F-1” to “F-2” to the affidavit dated 24th November, 2008 of Mr. Devesh.Shah, Director of the Applicant company in support of the Summons for Direction. 2. That the convening and holding of the meeting of the sole Secured Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of SHIRUP IMPEX PRIVATE LIMITED, the Transferor Company with RONTGEN SAWS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consents given by the sole Secured Creditors of the Applicant Company, which is annexed as Exhibit “G” to the affidavit in support of the Summons for Direction dated 24th day of November, 2008. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of SHIRUP IMPEX PRIVATE LIMITED, the Transferor Company with RONTGEN SAWS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consents given by 14 Unsecured Creditors of the Applicant Company, which is annexed as Exhibit “H-1” to “H-14” to the affidavit in support of the Summons for Direction dated 24th day of November, 2008. The Applicant has given undertaking in paragraph 16 of the affidavit to issue individual notice of date of hearing of Petition to remaining one Unsecured Creditor whose consent has not been obtained by Registered Post A. D. and also to publish the same in ‘Free Press Journal’, in English and ‘Maharashtra Times’, in Marathi both having circulation at Mumbai. The undertaking is accepted . COMPANY JUDGE