1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 595 OF 2011 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 the Scheme of Amalgamation between Graziella Shoes Limited (“the Transferor Company”) AND Tata International Limited (“the Transferee Company” or “the Applicant Company”); AND Their Respective Shareholders TATA INTERNATIONAL LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Block-A, Shivsagar Estates, Worli, Mumbai – 400 018. ) ) ) ) …………… The Applicant Company CALLED FOR SUMMONS FOR DIRECTION Coram: S. C. Dharmadhikari J Date: 30th September, 2011 Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi, Advocate for the Applicant Company, AND 2 UPON READING the Affidavit dated this 21st day of September, 2011 of Mr. Manoj Deshmukh, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:- 1. THAT the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and if thought fit approve with or without modification the proposed Scheme of Amalgamation of Graziella Shoes Limited with Tata International Limited and their respective shareholders and creditors, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit G1 to G17 to the Affidavit in support of the Summons for Direction. 2. THAT convening and holding the meeting of the Secured Creditors of the Applicant Company to consider, and if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Graziella Shoes Limited with Tata International Limited, and their respective Shareholders, is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of Petition to all its Secured Creditors by R.P.A.D and also to publish the same in Free Press Journal, in English language and Maharashtra Times in Marathi language both having circulation in Mumbai. The said undertaking is accepted. 3. That the convening and holding 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, is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D. to its Unsecured Creditors having a balance of more than Rs. 5,00,000 (Rupees Five lakh Only) and also to publish the same in Free Press Journal, in English language and Maharashtra Times in Marathi language both having circulation in Mumbai. The said undertaking is accepted. (S. C. DHARMADHIKARI J)