IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 641 OF 2010 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 between Piramal Capital Private Limited (‘Piramal Capital’ or ‘the Transferor Company’) AND Alpex Holdings Private Limited (‘Alpex Holdings’ or ‘ The Transferee Company’) AND Their Respective Shareholders Piramal Capital Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. ) ) ) ) ) ) )……Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 1st October, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 13th September, 2010 of Mr. Sunil Adukia, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity shareholders of Piramal Capital Private Limited, the Applicant / Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation between Piramal Capital Private Limited, the Transferor Company and Alpex Holdings Private 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 2 Exhibits D1 to D6 to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors in Piramal Capital Private Limited, the Applicant Company, as mentioned in paragraph 16 of the Affidavit in support of the Summons for Direction. 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 Creditors of Piramal Capital Private Limited, the Applicant / the Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation between Piramal Capital Private Limited, the Transferor Company and Alpex Holdings Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the averment made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the same in Free Press 3 Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The undertaking is accepted. (S. J. Kathawalla, J ) 4