1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 510 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Oerlikon Textile India Private Limited, And In the matter of the Scheme of Amalgamation of Saurer Precicomp Private Limited into Oerlikon Textile India Private Limited Oerlikon Textile 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 400 013, Maharashtra, India. ) ) ) ) ) ) ) ) Applicant Company ( Transferee Company) Called Summons for Direction CORAM: S.C. Dharmadhikari J Dated : 23rd April, 2009 Mr. Ankit Lohia i/b M/s Chitnis & Co. for Applicant Company 2 MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a summons for direction, AND UPON hearing Mr. Ankit Lohia i/b M/s Chitnis & Co. for the Applicant and UPON reading the affidavit dated 26th March, 2009 of Mr. P.R. Vora, Company Secretary of the Applicant Company in support of the Summons for Direction, IT IS ORDERED -: 1. That the convening and holding of 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 arrangement embodied in the Scheme of Amalgamation of Saurer Precicomp Private Limited into Oerlikon Textile India Private Limited is dispensed with in view of the consents in writing given by all the three Equity Shareholders of the Applicant Company which are annexed as Exhibit “H-1 to H-3” to the Affidavit in support of summons for direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 23 of the Affidavit in support of summons for direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, the arrangement embodied in the Scheme of Amalgamation of Saurer Precicomp 3 Private Limited into Oerlikon Textile India Private Limited is dispensed with in view of the averment made in paragraph 24 of the Affidavit in support of Summons for Direction. The Applicant undertakes to issue individual notice of hearing of the petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in two local newspapers namely, “Maharashtra Times” in Marathi edition and “Free Press Journal” in English edition, both having circulation in Mumbai. The said undertaking is accepted. 4. Certified copy of the order in terms of minutes be expedited. Company Judge