IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 379 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956; And In the matter of Tata Steel Limited; And In the matter of the Scheme of Amalgamation of Centennial Steel Company Limited with Tata Steel Limited. Tata Steel Limited, a company incorporated under The Indian Companies Act, 1882 and an existing company under the provisions of Companies Act, 1956, having its registered office at Bombay House, 24, Homi Mody Street, Fort, Mumbai 400001 ) ) ) ) ) ) …Applicant CALLED SUMMONS FOR DIRECTIONS Coram: S. J. Kathawalla, J. Dated: 24th, June, 2011 Mr. Virag V. Tulzapurkar, Senior Counsel with Mr. Tapan Deshpande, Counsel i/b Amarchand & Mangaldas & Suresh A. Shroff & Co. Advocates for the Applicant Company 2 MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by the Company Summons for Direction AND UPON HEARING Mr. Virag V. Tulzapurkar, Senior Counsel, instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 28th day of April, 2011 of Mr. A. Anjeneyan, the Company Secretary and Chief of Compliance of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED THAT: 1. 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(s), the proposed Scheme of Amalgamation of Centennial Steel Company Limited (the Transferor Company) with the Applicant Company, is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Company Summons for Direction, inter alia, stating that the Transferor Company is a wholly owned subsidiary of the Applicant Company and that the present Scheme does not affect rights of the members of the Applicant Company and does not involve a reorganization of the share capital. 2. The convening and holding of the meeting of the Secured Creditors (including debenture holders) and Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme is dispensed with in 3 view of the averments made in paragraph 19 of the Affidavit in support of the Company Summons for Direction, inter alia, stating that the aggregate assets of the Applicant Company and the Transferor Company are more than sufficient to meet all their respective external liabilities and that the Scheme will not adversely affect the rights and interest of any of the creditors of any Company in any manner whatsoever. 3. The filing of any further Application and the filing of Company Scheme Petition of the Transferee Company seeking sanction to the proposed Scheme is dispensed with in view of the averments made in paragraph 20 of the Affidavit in support of the Company Summons for Direction, inter alia, stating that in view of observations of this Court in Mahaamba Investments Limited vs. IDI Limited [(2001) 105 Company Cases 16 Bombay] and other similar cases, filing of further separate proceedings including Company Scheme Petition by the Applicant Company seeking sanction to the proposed Scheme and issuance of notice to Regional Director and Registrar of Companies, is not required. (S. J. Kathawalla, J.)