IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.383 OF 2009 In the matter of Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956. And In the matter of Scheme of Amalgamation of 1. Satyam Transformers Pvt. Ltd. 2. Satyam Polymats Pvt. Ltd. with Satyam Mats Ltd. Satyam Polymats Pvt. Ltd., a Company incorporated under Companies Act, 1956 having its registered office at V 11 MIDC Area, Ajab Nagar, Aurangabad 431 001 Mharashtra ….. Applicant Company Called Summons for Directions. : 2 : Coram : A. M. Khanwilkar J. Date : 9th April 2009. Ananth Iyengar for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company by Summons for Directions AND UPON hearing Ananth Iyengar, Advocate for the Applicant Company and UPON READING the affidavit dated 24 th March 2009 of Nakul Chandak, the Authorized Signatory of the Applicant Company, in support of the Summons for Directions, IT IS ORDERED THAT : 1) The convening and holding of the meeting of Equity Shareholders of the Applicant Company for the purpose of considering and if thought fit, approving with or without modification (s) the proposed Scheme of Amalgamation of (1) Satyam Transformers Pvt. Ltd. (2) Satyam Polymats Pvt. Ltd. with Satyam Mats Ltd. is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit ‘C-1’ to ‘C-11’ to the affidavit in support of the Summons for Directions. 2) The convening and holding of the meeting of Secured Creditors of the Applicant Company for the purpose of considering and if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation of (1) Satyam Transformers Pvt. Ltd. (2) Satyam Polymats Pvt. Ltd. with : 3 : Satyam Mats Ltd.. is dispensed with in view of the averment made in paragraph 35 of the affidavit in support of the Summons for Directions. The Applicant undertakes either to obtain consent of the only Secured Creditor or to issue individual notice of hearing of petition to its only Secured Creditor. The said Undertaking is accepted. 3) The convening and holding of the meeting of Unsecured Creditors of the Applicant Company for the purpose of considering and if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation of (1) Satyam Transformers Pvt. Ltd. (2) Satyam Polymats Pvt. Ltd. with Satyam Mats Ltd. is dispensed with in view of the averment made in paragraph 36 of the affidavit in support of the Summons for Directions. The Applicant undertakes either to obtain consent of the Unsecured Creditors or to issue individual notice of hearing of petition to all its Unsecured Creditors. The said Undertaking is accepted. 4) The convening and holding of the meeting of Trade Creditors of the Applicant Company for the purpose of considering and if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation of (1) Satyam Transformers Pvt. Ltd. (2) Satyam Polymats Pvt. Ltd. with Satyam Mats Ltd. is dispensed with in view of the averments made in paragraph 37 of the affidavit in support of the Summons for Directions. The applicant : 4 : undertakes to issue individual notice of hearing of the Petition to all its Trade Creditors by Regd. Post A. D. The said Undertaking is accepted. COMPANY JUDGE.