IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.922 OF 2009 In the matter of: The Companies Act, 1956; AND In the matter of: Sections 391 to 394 of the Companies Act, 1956; AND In the matter of: Tata Steel Limited, an existing company under the provisions of the Companies Act, 1956, and having its Registered Office at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001; AND In the matter of: The Scheme of Amalgamation of Hooghly Met Coke & Power Company Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 43, Jawaharlal Nehru Road, Kolkata 700 071 (“Transferor Company”) and Tata Steel Limited, an existing company under the provisions of the Companies Act, 1956, and having its Registered Office at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001 (“Applicant Company” or “Transferee Company”) - 2 - Tata Steel Limited, an existing company under the provisions of the Companies Act, 1956, and having its Registered Office at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001. ) ) ) ) ..Applicant Company CALLED SUMMONS FOR DIRECTIONS Coram:- S. J. Kathawalla, J. Dated:- 11th September, 2009 Mr. Janak Dwarkadas, Senior Counsel with Mr. Abhijit Joshi, Counsel i/b AZB & Partners for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr. Janak Dwarkadas instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st day of August, 2009 of Mr. Jairaj C. Bham, the Authorised Signatory of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED: 1. The convening and holding of the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation between the Transferor Company and the Applicant Company is dispensed with in view of the averments made in paragraph no.21 of the Affidavit in support of the Summons for Directions. 2. The convening and holding of the meeting of the Preference Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme is dispensed with in - 3 - view of the averments made in paragraph no.21 of the Affidavit in support of the Summons for Directions. 3. The convening and holding of the meeting of the Secured Creditors of the Applicant Company including the meeting(s) of the secured debenture holders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme is dispensed with in view of the averments made in paragraph no.23 of the Affidavit in support of the Summons for Directions. 4. The convening and holding of the meeting of the Unsecured Creditors of the Applicant Company including the meeting(s) of the unsecured debenture holders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme is dispensed with in view of the averments made in paragraph no.23 of the Affidavit in support of the Summons for Directions. 5. The filing of any further application and the filing of Company Petition of the Transferee Company is dispensed with in view of the averments made in paragraph no.24 of the Affidavit in support of the Summons for Directions. 6. The issuance of necessary advertisements and notice(s) to the Regional Director / Official Liquidator is dispensed with in view of the prayers (a) to (e) above. 7. Certified copy expedited. Company Judge