IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 84 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation and Arrangement of Onestar Mercantile Company Private Limited (‘the First Transferor Company’) AND Supertime Trading Private Limited (‘the Second Transferor Company’) AND Omega Multitrade Private Limited ( ‘the Third Transferor Company’) WITH PMP Auto Components Private Limited (‘the Transferee Company’) AND their respective Shareholders and Creditors Supertime Trading Private Limited, a company incorporated under the Companies Act, 1956 having its registered office Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Mumbai-400013. ) ) ) ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 4th February, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant 1 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 Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 28th January, 2011 of Mr. Kausik Nath, Constituted Power of Attorney holder of Mr. Harshvardhan A. Piramal, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders holding Equity Shares of Rs. 10 each of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement of Onestar Mercantile Company Private Limited, the First Transferor Company and Supertime Trading Private Limited, the Second Transferor Company and Omega Multitrade Private Limited, the Third Transferor Company with PMP Auto Components Private Limited, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Equity Shareholders holding Equity Shares of Rs. 10 each of the Applicant Company, which are annexed as Exhibits D1 to D4 to the affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the Equity Shareholders holding Equity Shares of Rs. 10,000 each of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement of Onestar Mercantile Company Private Limited, the First Transferor Company and Supertime Trading Private Limited, the Second Transferor Company and Omega Multitrade Private Limited, the Third Transferor Company 2 with PMP Auto Components Private Limited, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consent given by the sole Equity Shareholder holding Equity Shares of Rs. 10,000 each of the Applicant Company, which is annexed as Exhibit E to the Affidavit in support of the Summons for Direction. 3. That there are no Secured Creditors in the Applicant Company, as stated in paragraph 27 of the Affidavit in support of the Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 4. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement of Onestar Mercantile Company Private Limited, the First Transferor Company and Supertime Trading Private Limited, the Second Transferor Company and Omega Multitrade Private Limited, the Third Transferor Company with PMP Auto Components Private Limited, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 28 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. (S. C. Dharmadhikari, J. ) 3