IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 378 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956; And In the matter of Centennial Steel Company Limited And In the matter of the Scheme of Amalgamation of Centennial Steel Company Limited with Tata Steel Limited. Centennial Steel Company Limited, a company incorporated under the Companies Act, 1956 having its registered office at Bombay House, 24, Homi Mody Street, Fort, Mumbai 400001 ) ) ) ) …Applicant Called Summons for Direction Coram: S.J.Kathawalla, J. Date: 24th June, 2011 Mr. Virag V. Tulzapurkar, Senior Counsel i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for Applicant. 2 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by Summons for Direction and upon hearing Mr. Virag V. Tulzapurkar, Counsel instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company AND UPON READING the Affidavit dated 28th April, 2011 of Mr. Subhash Sawant, the Authorized Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED THAT: (1) That convening and holding the meeting of the Equity Shareholders of the Applicant Company to seek their approval to the proposed Scheme of Amalgamation of Centennial Steel Company Limited with Tata Steel Limited, is dispensed with, in view of the letters of consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” to “C-7” to the Affidavit in support of the Company Summons for Direction. (2) That convening and holding the meeting of the Unsecured Creditors of the Applicant Company to seek their approval to the proposed Scheme of Amalgamation of Centennial Steel Company Limited with Tata Steel Limited, is dispensed with, in view of the averments made in paragraph 19 of the Affidavit in support of the Company Summons for Direction, inter alia stating that all 21 Rupee Lenders through State Bank of India have given their consent and as regards 89 Unsecured Creditors it is stated that the Scheme is not prejudicial to their interests and that there is no compromise proposed with any of the Unsecured Creditors nor is any 3 liability of the Unsecured Creditor proposed to be reduced or extinguished, and further the Applicant Company has given an undertaking to issue an individual notice of hearing of Petition by R.P.A.D. to all its Unsecured Creditors except the Rupees Lenders. The undertaking is accepted. (3) There are no Secured Creditors of the Applicant Company as stated in paragraph 18 of the Affidavit in support of the Company Summons Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S. J. Kathawalla, J.)