1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 761 OF 2010 In the matter of Section 391 & 394 of Companies Act, 1956 And In the matter of Scheme of Amalgamation of Radio Components & Transistors Company Limited with Indokem Limited and their respective shareholders. Radio Components & Transistors Company Limited, a Company ) Incorporated under the provisions of Companies Act, ) 1956 having its registered office at Plot no 410/411, ) Khatau House, Mogul Lane, Mahim, (West), Mumbai 400 016. ) ….Applicant Company Called for Summons for Direction Coram: S.J. VAZIFDAR, J Date : 26th NOVEMBER 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12th day of November 2010 of Ms. Devaki J. Jariwala, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction, IT IS ORDERED: 2 1. That convening and holding the meeting of the Equity Shareholders of Radio Components & Transistors Company Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Radio Components & Transistors Company Limited, the Applicant/Transferor Company, with Indokem Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by five out seven equity Shareholders of the Applicant Company, representing 99.75% in value of the total Issued, Subscribed and Paid Up Share Capital, which are annexed as Exhibits G1 to G5 to the affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to remaining two shareholders. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said Undertaking is accepted. 2. There are no Secured Creditors in Radio Components & Transistors Company Limited, the Applicant Company as mentioned in paragraph nineteen 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 the meeting of the Unsecured Creditors of Radio Components & Transistors Company Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, 3 with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Radio Components & Transistors Company Limited, the Applicant/Transferor Company with Indokem Limited, the Transferee Company and their respective shareholders is dispensed with in view of consents given by all the Unsecured Creditors of the Applicant Company as per their Original letters of Consents annexed as Exhibits H1 & H2 to the Affidavit in support of Company Summons for Direction. 4. That the filing of Application and Petition of Indokem Limited, the Transferee Company be dispensed with in view of the averments made in paragraphs twenty one to twenty three of the affidavit in support of the Company Summons for Direction. (S.J. VAZIFDAR, J)