IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.817 OF 2009 In the matter of companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act; And In the matter of Amalgamation of KEMSTAR METALS LIMITED (TRANSFEROR COMPANY), a Company incorporated under the provisions of the Companies Act, 1956, and having its Registered Office at “C” Wing, Bhaveshwar Plaza, Shriyas Cinema, Opp. L.B.S. Marg, Ghatkopar (West), Mumbai 400 086; WITH PREMIER INDUSTRIAL CORPORATION LIMITED (TRANSFEREE COMPANY), a Company incorporated under the provisions of the Companies Act, 1956 having its Registered Office at 501, 507, “C” Wing, Bhaveshwar Plaza, 5th Floor, Shriyas Cinema, Opp. L.B.S. Marg, Ghatkopar (West), Mumbai 400 086. PREMIER INDUSTRIAL CORPORATION) LIMITED, a Company incorporated under ) the provisions of the Companies Act, 1956) having its Registered Office at ) 501, 507, “C” Wing, Bhaveshwar Plaza, ) 5th Floor, Shriyas Cinema, Opp. L.B.S. ) Marg, Ghatkopar (West), Mumbai 400 086) ..Applicant (Transferee Company) Called Summons for Directions CORAM : S. J. Kathawalla, J DATE : 13th August, 2009 Shri S. A. Bhagwat, Advocate for Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON hearing Mr. Sandeep A. Bhagwat for Applicant AND UPON reading the Affidavit dated 24th April, 2009 of Arvind Chotalal Morzaria, Director of the Applicant Company, in support of Summons for Directions and the Exhibit thereon referred to, IT IS ORDERED :- 2 (1) THAT the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Kemstar Metals Limited (Transferor Company) with Premier Industrial Corporation Limited (Transferee Company) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “D” to “D-5” to the Affidavit in support of the Summons for Directions; (2) THAT the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement Embodied in the Scheme of Amalgamation of Kemstar Metals Limited (Transferor Company) with Premier Industrial Corporation (Transferee Company) is dispensed with. The Applicant undertake to issue individual notice of date of hearing of Petition by 3 R.P.A.D. to all its Secured Creditors. The undertaking is accepted; (3) THAT the convening and holding of the meeting of the unsecured creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement Embodied in the Scheme of Amalgamation of Kemstar Metals Limited (Transferor Company) with Premier Industrial Corporation (Transferee Company) is dispensed with in view of averments made in paragraph 17 to the Affidavit in support of Summons for Directions. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The undertaking is accepted. COMPANY JUDGE 4