IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 818 OF 2010. In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of Bhukhanvala Ceramics Private Limited with Boron Carbide (India) Private Limited BHUKHANVALA CERAMICS PRIVATE LIMITED ) a Company incorporated under the Companies ) Act, 1956 and having its Registered Office at ) Bhukhanvala Chambers, B/28, Veera Industrial ) Estate, Veera Desai Road Extension, Off Link Road, ) Andheri (West), Mumbai - 400 053 )…....… APPLICANT Called Summons for Direction CORAM : S.J.VAZIFDAR ,J DATE : 10th DECEMBER, 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant abovenamed by a Company Summons for Direction AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocate for the Applicant Company, AND UPON reading the Affidavit dated 6th,December,2010 of Mrs Niyati Desai , Authorised Signatory the Applicant Company in support of Company Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s) , the Scheme of Amalgamation of Bhukhanvala Ceramics Private Limited, the Applicant/Transferor Company with Boron Carbide (India) Private Limited, the Transferee Company is dispensed with in view of the consents given by all the Equity 2 Shareholders of the Applicant Company which are annexed as Exhibits “C-1 to C-6” to the Affidavit in Support of Company Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 23 of the Affidavit in Support of Company Summons for Direction. Hence, the question of convening and holding meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Loan Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s) , the Scheme of Amalgamation of Bhukhanvala Ceramics Private Limited, the Applicant/Transferor Company with Boron Carbide (India) Private Limited, the Transferee Company is dispensed with in view of the consent given by the sole Unsecured Loan Creditor of the Applicant Company which is annexed as Exhibits “D” to the Affidavit in Support of Company Summons for Direction. 4. That the convening and holding the meeting of Other Unsecured Creditors (Trade Creditors) of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s) , the Scheme of Amalgamation of Bhukhanvala Ceramics Private Limited, the Applicant/Transferor Company with Boron Carbide (India) Private Limited, the Transferee Company, is dispensed with in view of averments made in paragraphs 17. 25 and 26 of the Affidavit in Support of Company Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D. to all its Other Unsecured Creditors (Trade Creditors).The said undertaking is accepted. (S. J. VAZIFDAR, J)