1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.590 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Oerlikon Textile Components India Private Limited And In the matter of the Scheme of Amalgamation of Oerlikon Textile Components India Private Limited Into Oerlikon Textile India Private Limited Oerlikon Textile Components India Private Limited ) a company incorporated under the Companies Act ) 1956 and having its registered office at Empire ) Industries Complex, 414, Senapati Bapat Marg, ) Lower Parel, Mumbai – 400013, Maharashtra ) India )..... Applicant Called Summons for direction CORAM: S.C. Dharmadhikari J Dated : 23rd September, 2011 Mr. Ashish Kamat i/b M/s Chitnis & Co, Advocate for Applicant Company 2 MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Ashish Kamat i/b M/s Chitnis & Co. for the Applicant and UPON reading the Affidavit dated this 14th September, 2011 of Mr. Pragnesh R. Vora, Authorised Secretary of the Applicant Company in support of the Summons for Direction, and the Exhibits therein referred to 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, the proposed Scheme of Amalgamation of Oerlikon Textile Components India Private Limited into Oerlikon Textile India Private Limited is dispensed with in view of the consents in writing given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C-1” to “C- 3 ” to the Affidavit in support of Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Oerlikon Textile Components India Private Limited into Oerlikon Textile India Private Limited is dispensed with in view of the consent given by 3 the sole Secured Creditor which is annexed as Exhibit “D-1” to the Affidavit in support of these Summons for Direction. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant abovenamed, for the purpose of considering and approving, with or without modification, the proposed Scheme of Amalgamation of Oerlikon Textile Components India Private Limited into Oerlikon Textile India Private Limited is dispensed with in view of the consents given by 8 out of 10 Unsecured Creditors which are annexed as Exhibits “E-1” to “E- 8” to the Affidavit in support of the Summons for Direction and in view of the averments made in paragraph 29 of the said Affidavit. The Applicant undertakes to issue an individual notice of final hearing of the Petition by R.P.A.D to its remaining Unsecured Creditors who have not given their consents and also to publish the date of the final hearing of the Petition in two local newspapers, namely, “Maharashtra Times” in Marathi language and “The Free Press Journal” in English language, both having circulation in Mumbai. The undertaking is accepted. (S. C. Dharmadhikari J)