IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORIDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 9 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of – Topworth Steels & Power Pvt. Ltd. And Topworth Urja & Metals Ltd. With Crest Steel & Power Pvt. Ltd. Topworth Urja & Metals Ltd. ) A Company incorporated under the ) Companies Act, 1956 (1 of 1956) and having ) Its registered office at Office No.4, 214, ) Raheja Center, Free Press Journal Marg, ) Nariman Point, Mumbai – 400 021 )…Applicant Company Called for Summons for Direction Coram : S. C. Dharmadhikari, J. Date : 7th January, 2011 Mr. Ramesh Saraogi, Advocate for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Ramesh Saraogi, Advocate for the Applicant Company AND UPON READING the Affidavit dated 20th day of December, 2010 of - 1 - Mr. Manindra Sharma, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDER: - 1. That convening and holding 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 proposed Scheme of Amalgamation of Topworth Steels & Power Pvt. Ltd., the First Transferor Company, and Topworth Urja & Metals Ltd., the Second Transferor Company, with Crest Steel & Power Pvt. Ltd, the Transferee Company, is dispensed with in view of the consents in writing given by both the Equity Shareholders of the Applicant Company to the proposed Scheme of Amalgamation, which are annexed as Exhibits – “E-1” to “E- 7” to the Affidavit in Support of the Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Topworth Steels & Power Pvt. Ltd., the First Transferor Company, and Topworth Urja & Metals Ltd., the Second Transferor Company, with Crest Steel & Power Pvt. Ltd, the Transferee Company, is dispensed with in view of the averments made in paragraph 20 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to issue - 2 - individual Notice of hearing of the Petition to all its Secured Creditors by R.P.A.D. and also to publish the Notice of the hearing of the Petition in two local news papers, viz., Free Press Journal in English and Maharashtra Times in Marathi, both having circulation in Mumbai. The undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Topworth Steels & Power Pvt. Ltd., the First Transferor Company, and Topworth Urja & Metals Ltd., the Second Transferor Company, with Crest Steel & Power Pvt. Ltd, the Transferee Company, is dispensed with in view of the averments made in paragraph 21 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to issue individual Notice of hearing of the Petition to all its Unsecured Creditors by R.P.A.D. and also to publish the Notice of the hearing of the Petition in two local news papers, viz., Free Press Journal in English and Maharashtra Times in Marathi, both having circulation in Mumbai. The undertaking is accepted. 4. That in view of the averments made in paragraph 22 of the Affidavit-in-Support of Summons for Direction, the requirement of filing the separate Company Summons for - 3 - Direction and Company Scheme Petition under Sections 391 to 394 of the Companies Act, 1956 by Crest Steel & Power Pvt. Ltd., the Transferee Company is dispensed with. (S. C. Dharmadhikari, J.) - 4 -