1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.509 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Saurer Precicomp Private Limited, And In the matter of the Scheme of Amalgamation of Saurer Precicomp Private Limited into Oerlikon Textile India Private Limited Saurer Precicomp Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Empire Industries Complex, 414, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, Maharashtra, India. ) ) ) ) ) ) ) ) Applicant Company ( Transferor Company) Called Summons for direction CORAM: S.C. Dharmadhikari J Dated : 23rd April, 2009 Mr. Ankit Lohia i/b M/s Chitnis & Co. for Applicant Company MINUTES OF THE ORDER 2 UPON the Application of the Applicant abovenamed by a summons for direction, AND UPON hearing Mr. Ankit Lohia i/b M/s Chitnis & Co. for the Applicant and UPON reading the affidavit dated 26th March, 2009 of Mr. P.R. Vora, Authorised Secretary of the Applicant Company in support of the summons for direction, IT IS ORDERED -: 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Saurer Precicomp Private Limited into Oerlikon Textile India Private Limited is dispensed with in view of the consents in writing given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibit “A-1” and Exhibit “A-2” to the Affidavit in support of Summons for Direction. 2. That the convening and holding of the meeting of the Secured Creditor of the Applicant Company for the purpose of considering, and if thought fit, approving, the arrangement embodied in the Scheme of Amalgamation of Saurer Precicomp Private Limited into Oerlikon Textile India Private Limited is dispensed in view of the consent in writing given by the sole Secured Creditor of the Applicant Company which is annexed as Exhibit “B” to the Affidavit in support of Summons for Directions. 3 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, the arrangement embodied in the Scheme of Amalgamation of Saurer Precicomp Private Limited into Oerlikon Textile India Private Limited is dispensed with in view of the consents in writing given by 20 out of 32 Unsecured Creditors of the Applicant Company representing 98.26% in value and 62.5 % in number, which is annexed as Exhibit “C” to the Affidavit in support of Summons for Direction. The non-consenting Unsecured Creditors will be served with Individual Notices of Hearing of the Petition by R.P.A.D. Undertaking is accepted. 4. Certified copy of the order in terms of minutes be expedited. Company Judge