1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.527 OF 2010. In the matter of the Companies Act 1 of 1956; AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of MADSHABAL INVESTMENTS PRIVATE LIMITED and MALUM INVESTMENTS PRIVATE LIMITED with INTERSIL SEMICONDUCTORS PRIVATE LIMITED. INTERSIL SEMICONDUCTORS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at A-4, Udyog Sadan No. 3, Central Road, MIDC, Andheri (East), Mumbai-400 093. ) ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date:30th July, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., 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. Rajesh Shah instructed by M/s. 2 Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 21st day of July, 2010 of Mr. N. C. Gandhi, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of MADSHABAL INVESTMENTS PRIVATE LIMITED, the First Transferor Company and MALUM INVESTMENTS PRIVATE LIMITED, the Second Transferor Company with INTERSIL SEMICONDUCTORS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibits “H-1” to “H-7” to the affidavit in support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors of the Applicant Company as mentioned in paragraph 20 of the Affidavit in support of Summons for Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the Applicant Company having passed the Special Resolution at 3 the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on June 26, 2010 and in view of the averment made in paragraph (21) of the Affidavit in support of the Summons for Direction that the reduction of Equity Share Capital and utilisation of Reserve Account of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. (S. J. Vazifdar, J)