IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.881 OF 2009 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 HIGHTEMP TECHMAT PRIVATE LIMITED with HIGHTEMP FURNACES LIMITED HIGHTEMP TECHMAT PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 27-29, Supariwala Building, E. M. Merchant Road, Mumbai – 400 009. ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 28th August, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 20th day of August, 2009 of Mr. Francis T., Authorised Signatory of the Applicant Company, in support of the Summons for Directions 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 HIGHTEMP TECHMAT PRIVATE LIMITED Transferor Company with HIGHTEMP FURNACES LIMITED, the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibit “H-1” to “H-2” to the affidavit in support of the Summons for Direction. 2. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of HIGHTEMP TECHMAT PRIVATE LIMITED with HIGHTEMP FURNACES LIMITED, in view of the averment 2 made in paragraph 15 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Secured Creditors. The said undertaking is accepted. 3. That the convening and holding of the meeting of the Unsecured Loan Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of HIGHTEMP TECHMAT PRIVATE LIMITED with HIGHTEMP FURNACES LIMITED, the Transferee Company is dispensed with in view of the consent given by both the Unsecured Loan Creditors of the Applicant Company as on date, which are annexed as Exhibit “J-1” and “J-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 Arrangement embodied in the Scheme of Amalgamation of HIGHTEMP TECHMAT PRIVATE LIMITED with HIGHTEMP FURNACES LIMITED, the Transferee Company is dispensed with in view of the averment made in paragraph 17 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give 3 individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The said undertaking is accepted. 5. That the filing of the Application/Petition by the Transferee Company is dispensed with in view of the averments made in Paragraph 18 and 19 of the affidavit in support of the Summons for Direction. COMPANY JUDGE 4