IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 152 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Section391 to 394 of the Companies Act, 1956 AND In the matter of SHARPLEX FILTERS (INDIA) PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 302, Hill View Industrial Estates, L.B.S. Marg, Ghatkopar (W), Mumbai – 400 086. AND In the matter of SCHEME OF AMALGAMATION BETWEEN A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED…Transferor Company AND SHARPLEX FILTERS (INDIA) PRIVATE LIMITED.........Transferee Company SHARPLEX FILTERS (INDIA) PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 302, Hill View Industrial Estates, L.B.S. Marg, Ghatkopar (W), Mumbai – 400 086 ……Applicant / Transferee Company Called Summons for Direction Coram: S.J. Kathawalla J. Date : 26th February 2010 Mr. H.N. Thakore a/w Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates for Applicant. MINUTES OF THE ORDER UPON the application of Sharplex Filters (INDIA) Private Limited, the Applicant above named by Summons for Direction AND UPON hearing Mr. Naser Ali Rizvi, Advocate for the Company, and upon reading the Affidavit dated 16th February, 2010 of Mr. Satish Khadke, Director of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED, Transferor Company with SHARPLEX FILTERS (INDIA) PRIVATE LIMITED, the Applicant / Transferee Company, is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferee Company, which are annexed as Exhibits ‘J -1 and J - 2 ’ to the Affidavit – in – Support of the Summons for Directions. 2. That convening and holding the Meeting of the Secured Creditors, of the Applicant Company, for the purpose of Considering and, if 2 thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED, Transferor Company with SHARPLEX FILTERS (INDIA) PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the averments made in paragraph 29 of the Affidavit – in – Support of the Summons for direction and in view of the consent given by 1 out of 2 Secured Creditors of the Applicant Company, which is annexed as Exhibit ‘K’ to the Affidavit – in – Support of the Summons for directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining sole Secured Creditor whose consent is not obtained. The said Undertaking is accepted. 3. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant / Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED, Transferor Company with SHARPLEX FILTERS (INDIA) PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the averments made in 3 paragraph 30 of the Affidavit – in – Support of the Summons for Direction and in view of the consents given by 49 out of 177 Unsecured Creditors of the Applicant Company, which are annexed as Exhibits ‘M-1’ to ‘M- 49’ to the Affidavit – in – Support of the Summons for directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted. (S. J. Kathawalla, J.) 4