IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 621 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to section 394 of the Companies Act, 1956 AND In the matter of JAMES WALKER INMARCO INDUSTRIES PRIVATE LIMITED AND In the matter of; SCHEME OF ARRANGEMENT BETWEEN INMARCO INDUSTRIES PRIVATE LIMITED …Demerged Company AND JAMES WALKER INMARCO INDUSTRIES PRIVATE LIMITED … Resulting Company For demerger and transfer of Manufacturing, Trading and Commission Business of Fluid Sealing Products of INMARCO INDUSTRIES PRIVATE LIMITED into JAMES WALKER INMARCO INDUSTRIES PRIVATE LIMITED JAMES WALKER INMARCO INDUSTRIES PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 104, Gayatri Building, Mittal Industrial Estate, Andheri Kurla Road, Andheri (East), Mumbai 400 059 ... Applicant / Resulting Company 2 Called Summons for Direction CORAM: S. C. Dharmadhikari J. Date : 14th October, 2011 Mr. Naser Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant MINUTES OF THE ORDER UPON the application of JAMES WALKER INMARCO INDUSTRIES PRIVATE LIMITED, the Applicant above named by Summons for Direction AND upon hearing Mr. Naser Rizvi Advocate for the Applicant Company and upon reading the Affidavit dated 29th September, 2011 of Mr. Mukesh Sharma, Authorised Signatory 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 Arrangement), IT IS ORDERED:- 1. That convening and holding the Meeting of the Equity Shareholders of the Applicant / Resulting Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement for demerger and transfer of Manufacturing, Trading and Commission Business of Fluid Sealing Products of INMARCO INDUSTRIES PRIVATE LIMITED into JAMES WALKER INMARCO INDUSTRIES PRIVATE LIMITED is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “J-1 and J- 2” to the Affidavit-in-support of the Summons for Direction. 3 2. That convening and holding the Meeting of the Unsecured Creditors of the Applicant / Resulting Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement for demerger and transfer of Manufacturing, Trading and Commission Business of Fluid Sealing Products of INMARCO INDUSTRIES PRIVATE LIMITED into JAMES WALKER INMARCO INDUSTRIES PRIVATE LIMITED is dispensed with in view of the averments made in paragraph 31 of the Affidavit-in-support of the Summons for Direction and in view of the consents given by 1 out of 2 of Unsecured creditors of the Applicant/Resulting Company, which is annexed as Exhibit “K” to the Affidavit-in-support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A.D. to its remaining sole Unsecured creditor whose consent is not obtained. The said undertaking is accepted. 3. There are no Secured Creditors of the Applicant Company as stated in paragraph 30 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S. C. Dharmadhikari J.)