IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1091 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 RMC Readymix (India) Private Limited, a Private limited company incorporated and registered under the Companies Act, 1956 and having its registered office at “Windsor”, 7th Floor, CST Road, Kalina, Santacruz -(East), Mumbai -400098. And In the matter of Scheme of Amalgamation of H. & R. Johnson (India) Limited and RMC Readymix (India) Private Limited with Prism Cement Limited. RMC Readymix (India) Private Limited, ) a Private limited company incorporated ) and registered under the Companies ) Act, 1956 and having its registered ) office at “Windsor”. 7th Floor, CST ) Road, Kalina, Santacruz (East), ) Mumbai -400098. )… Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla J. Date: 16th October, 2009 Mr. Dinyar Madan i/b Deven Dwarkadas & Partners, Advocate for Applicant MINUTES OF THE ORDER Upon the application of the Applicant Company by Summons for Directions dated 4th September, 2009 and upon reading the Affidavit filed by the Applicant Company dated 4th September, 2009 and further affidavit dated 15th October, 2009 and exhibits therein (the Scheme of Amalgamation being Exhibit “G” thereto and upon hearing Mr. Dinyar Madan, the Advocate for the Applicant Company, IT IS ORDERED THAT: 1. A meeting of the equity shareholders of the Applicant Company is dispensed with in view of the consents given by each of the equity shareholder of the Applicant Company which are annexed as Exhibits “H-1” and “H-2” to the Affidavit in Support of the Summons for Direction’s dated 4th September, 2009. 2. A meeting of the secured creditors of the Applicant Company is dispensed with in view of consents given by 6 of the secured creditors of the Applicant Company which are annexed as Exhibits “J-1” to “J-4 and Exhibit “A-1” to “A-2” annexed to the further Affidavit dated 23rd September, 2009 and in view of the averments made in para 24 of the Affidavit in support of the Summons for 2 Directions and in view of the undertaking given by the Applicant Company. The said Undertaking is accepted. 3. A meeting of the unsecured creditors of the Applicant Company is dispensed with in view of the averments made in para 25 of further Affidavit in Support of the Summons for Direction and consents given by 84.5% of the unsecured creditors of the Applicant Company and undertaking given by the Applicant company that they will give notice to the balance 15.5% unsecured Creditors. The said undertaking is accepted. Dated this 16th day of October 2009 Company Judge 3