1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.386 OF 2009 In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Arrangement between Zenith Birla (India) Limited and Birla Precision Technologies Limited and Tungabhadra Holdings Private Limited and their Respective Shareholders Tungabhadra Holdings Private Limited, a Company } Incorporated under the provisions of Companies } Act, 1956 having its registered office at Dalamal } House, 1st Floor, 206, Jamnalal Bajaj Marg, } Nariman Point, Mumbai 400021; } …….Applicant Company CORAM: S. J. VAZIFDAR J DATE: 3rd April 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: 2 1. That the convening and holding the meeting of the Equity Shareholders of Tungabhadra Holdings Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Arrangement between Zenith Birla (India) Limited and Birla Precision Technologies Limited and Tungabhadra Holdings Private Limited, the Applicant Company and their Respective (“Scheme”) is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C7 to the affidavit dated 16th February 2009 of Mr G.L Lath, Director of the Applicant company in support of the Summons for Directions. 2. That the convening and holding the meetings of Creditors of Tungabhadra Holdings Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Arrangement between Zenith Birla (India) Limited and Birla Precision Technologies Limited and Tungabhadra Holdings Private Limited, the Applicant Company and their Respective (“Scheme”) is dispensed with in view of averments made in paragraph twenty nine of the affidavit dated 16th February 2009 of Mr G.L Lath, Director of the Applicant company in support of the Summons for Directions. Applicant undertakes to give individual notices to all its creditors by R.P.A.D. of the date of hearing of Petition and file affidavit of service. (S. J. VAZIFDAR J)