IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.308 OF 2009 In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation of The National Art Silk Mills Private Limited, Chinai Investment & Trading Private Limited and Everest Shipping Company Private Limited with Piramal Sons Private Limited. Piramal Sons Private Limited ) a Company incorporated under the Companies ) Act, 1913 and having its Registered ) Office at 1st Floor, Army & Navy Building, 148, ) Mahatma Gandhi Road, Fort, Mumbai- 400 001 ) … Applicant Called Out Summons For Directions CORAM: S.J. VAZIFDAR J DATE 6th March 2009 Ms. Alpana Ghone i/b Kanga and Company for the Applicant 1 MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Ms. Alpana Ghone instructed by Kanga and Company, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 6th day of February 2009 of Mr. Samir M. Chinai, Director of the Applicant Company, in Support of the Summons for Directions, IT IS ORDERED:- 1. That convening and holding of the meeting of the Equity Shareholders ( Class ‘A’) of the Applicant Company, to consider and approve the proposed Scheme of Amalgamation between The National Art Silk Mills Private Limited, Chinai Investment & Trading Private Limited and Everest Shipping Company Private Limited, the Transferor Companies with the Applicant Company is hereby dispensed with in view of the fact that all the Equity Shareholders of the Applicant Company have given their consent in writing to the proposed Scheme of Amalgamation by their letters, the originals whereof are annexed as Exhibits - “K- 1” and “K - 2 ” to the Affidavit in support of the Summons for Direction. 2. That convening and holding of the meeting of the Equity Shareholders ( Class ‘B’) of the Applicant Company, to consider and approve the proposed Scheme of Amalgamation between The National Art Silk Mills Private Limited, Chinai Investment & Trading Private Limited and Everest Shipping Company Private 2 Limited, the Transferor Companies with the Applicant Company is hereby dispensed with in view of the fact that all the Equity Shareholders of the Applicant Company have given their consent in writing to the proposed Scheme of Amalgamation by their letters, the originals whereof are annexed as Exhibits - “K- 3” to “K - 4 ” to the Affidavit in support of the Summons for Direction. 3. That convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between The National Art Silk Mills Private Limited, Chinai Investment & Trading Private Limited and Everest Shipping Company Private Limited, the Transferor Companies with the Applicant Company is hereby dispensed with as both the Secured Creditors of the Applicant Company have given their consent in writing to the proposed Scheme of Amalgamation by their letters, the originals whereof are annexed as Exhibits “M-1”& “M-2” to the Affidavit in support of the Summons for Direction. 4. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between The National Art Silk Mills Private Limited, Chinai Investment & Trading Private Limited and Everest Shipping Company Private Limited, the Transferor Companies with the Applicant Company is hereby dispensed with as both the Unsecured Creditors of the Applicant Company have already given their consent in 3 writing to the proposed of Amalgamation by their letters, the originals whereof are annexed as Exhibits “N-1”& “N-2” to the Affidavit in support of the Summons for Direction. 5. The Applicant Company undertakes to serve individual notice by R.P.A.D. on all its Sundry Creditors about the date of the hearing of the Petition. The said undertaking is accepted. COMPANY JUDGE 4