1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.522 OF 2009 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 of Miranda Tools Private Limited (‘the Transferor Company’) with PMP Components Private Limited (‘the Transferee Company’) and their respective shareholders PMP COMPONENTS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Peninsula Spenta Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel Mumbai - 400 013. ) ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S.C.Dharmadhikari,J Date: 23rd day of April, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & 2 Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th day of April, 2009 of Mr. Kausik Nath, Constituted Power of Attorney Holder of Mr. Harshvardhan A. Piramal, (Director of the Applicant Company) of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of PMP Components Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Miranda Tools Private Limited with PMP Components Private Limited and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit’s H to H2 the affidavit in support of Summons for Directions. 2) That convening and holding of the meeting of the Secured Creditors of PMP Components Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Miranda Tools Private Limited with PMP Components Private Limited and their respective shareholders is dispensed with in view of the averment’s made in paragraph 16 of the Affidavit in support of Summons for Directions.The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D., to its sole Secured Creditor and to 3 publish the same in two local newspapers,viz Free Press Journal, in English and Maharashtra Times, in Marathi both circulated at Mumbai. The undertaking is accepted. 3) That convening and holding of the meeting of the Unsecured Creditors of PMP Components Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Miranda Tools Private Limited with PMP Components Private Limited and their respective shareholders is dispensed with in view of the averment’s made in paragraph 17 of the Affidavit in support of Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D., to all its Unsecured Creditors and also to publish the same in two local newspapers, viz Free Press Journal, in English and Maharashtra Times, in Marathi both circulated at Mumbai. The undertaking is accepted. Company Judge