IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 28 OF 2010 In the matter of the Companies Act, 1956 (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 Payal Enterprises Private Limited (Transferor Company) with Fortran Steel Private Limited (Transferee Company); AND Their respective Shareholders PAYAL ENTERPRISES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at G-12, Satyam Shopping Centre, M.G. Road, Ghatkopar, Mumbai 400077 Called Summons for Directions ) ) ) ) )…………… The Applicant Company Coram: S. J. Kathawalla, J. Date: 15th day of January, 2010 Mr. Hemant Sethi i/b M/s Hemant Sethi & Co., for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above name by a summons for direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Company, Advocate for the Applicant Company, AND UPON READING the affidavit dated 7th day of January 2009 of Mr. Sharad A. Parekh, Director of the Applicant Company in support of Summons for Direction, IT IS ORDERED THAT: a) The convening and holding of the meeting of the Equity Shareholders of Payal Enterprises Private Limited, the Applicant/Transferor Company to consider, and if, thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Payal Enterprises Private Limited with Fortran Steel Private Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit C1 to C2 to the affidavit in support of the Summons for Direction. b) The convening and holding of the meeting of the Secured Creditors and Unsecured Creditors of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of Payal Enterprises Private Limited with Fortran Steel Private Limited and their respective shareholders be dispensed with in view of the averment made in para 18 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to issue individual notices of hearing of the Petition to all its Secured and Unsecured creditors by R.P.A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi. The said undertaking is accepted. (S. J. KATHAWALLA J)