1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.440 OF 2009 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 Scheme of Amalgamation of Technical Instruments Manufacturers (India) Limited (‘the Transferor Company’) with Asian Paints Limited (‘the Transferee Company’) and Their Respective Shareholders. TECHNICAL INSTRUMENTS MANUFACTURERS (INDIA) LIMITED , a company incorporated under the Companies Act, 1956 and having its registered office at 6A, Shantinagar, Santacruz (East), Mumbai – 400 055. ) ) ) ) ) ) )………… … Applicant Company Called Summons for Direction Coram: S. C. Dharmadhakari, J. Date: 23rd April, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for 2 Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th day of April, 2009 of Mr. R J Jeyamurugan, Director of the Applicant Company, in support of Summons for Directions. IT IS ORDERED: 1) THAT convening and holding of the meeting of the Equity Shareholders of Technical Instruments Manufacturers (India) Limited, the Applicant / Transferor Company to consider, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of Technical Instruments Manufacturers (India) Limited (‘the Transferor Company’) with Asian Paints Limited (‘the Transferee Company’) and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits H1 to H7 to the Affidavit in support of the Summons for Directions. 2) There are no Secured Creditors of Technical Instruments Manufacturers (India) Limited, the Applicant / Transferor Company as mentioned in paragraph 16 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding of the meeting of the Unsecured Loan Creditors of 3 Technical Instruments Manufacturers (India) Limited, the Applicant / Transferor Company, for considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Technical Instruments Manufacturers (India) Limited (‘the Transferor Company’) with Asian Paints Limited (‘the Transferee Company’) and their respective shareholders, is dispensed with in view of the consent given by the sole Unsecured Loan Creditor of the Applicant Company, which is annexed as Exhibit J to the affidavit in support of the Summons for Directions. 4) There are no Unsecured Creditors of Technical Instruments Manufacturers (India) Limited, the Applicant / Transferor Company as mentioned in paragraph 18 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of Unsecured Creditors does not arise. 5) That the filing of a separate Application and Petition by Asian Paints Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 19, 20 and 21 of the affidavit in support of the Summons for Direction. Company Judge