1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.538 OF 2009 In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of the Scheme of Amalgamation between SAINT-GOBAIN WEBER (INDIA) LIMITED And SEPR REFRACTORIES INDIA LIMITED SAINT-GOBAIN WEBER (INDIA) LIMITED ) company registered under the Companies Act, 1956 ) and having its registered office at ) 5th level, Leela Business Park, ) Andheri – Kurla Road, Mumbai- 400059 ) .. Applicant Company Coram : S.C. Dharmadhikari, J Date: 24th April, 2009 Mr. Cyrus Ardeshir i/b M/s. Desai & Chinoy, for the Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Cyrus Ardeshir 2 instructed by M/s. Desai & Chinoy, Advocate for the Aplicant Company, AND UPON READING Affidavit in Support of the Summons for Directions dated 13th April, 2009 of Mr. Priyesh Bharat Somaiya, Finance Manager of the Applicant Company, AND UPON READING further Affidavit dated 22nd April, 2009 and 24th April, 2009 of Mr. Priyesh Bharat Somaiya, Finance Manager of the Applicant Company, IT IS ORDERED 1) That the convening and holding the meeting of the Members of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of the Applicant Company / Transferor Company with SEPR Refractories India Limited (hereinafter referred as “SEPR”), the Transferee Company is dispensed with in view of consents given by all the Members of the Applicant Company, which are annexed as Exhibit “A-1 to A-10” to the Affidavit dated 22nd April, 2009 of Mr. Priyesh Bharat Somaiya, Finance Manager of the Applicant Company. 2) That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of the Applicant Company / Transferor Company with SEPR Refractories India Limited (hereinafter referred as “SEPR”), the Transferee Company is dispensed with in view of consents given by the Secured Creditors of the Applicant Company, which are annexed as Exhibit “C-1 and C-2” to the Affidavit dated 22nd April, 2009 of Mr. Priyesh Bharat Somaiya, Finance Manager of the Applicant Company. The Applicant Company has given an undertaking in 3 para 2 of the Affidavit dated 24th April, 2009 of Mr. Mr. Priyesh Bharat Somaiya, Finance Manager of the Applicant Company to serve individual notices of hearing of the Petition to the Secured Creditors by Registered Post Acknowledgement as the Authority Letters have not been provided by them and also to publish the same in ‘Free Press Journal’ in English and ‘ Maharashtra Times’ in Marathi both having circulation at Mumbai. The undertaking is accepted. 3) That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of the Applicant Company / Transferor Company with SEPR Refractories India Limited (hereinafter refereed as “SEPR”), the Transferee Company is dispensed with in view of 7 consents given by the Unsecured Creditors of the Applicant Company, which are annexed as Exhibit “B-1 and B-7” to the Affidavit dated 22nd April, 2009 Mr. Priyesh Bharat Somaiya, Finance Manager of the Applicant Company. The Applicant Company has given an undertaking in para 20 of the Affidavit dated 13th April, 2009 of Mr. Priyesh Bharat Somaiya, Finance Manager of the Applicant Company and in view of para 3 of the Affidavit dated 22nd April, 2009 of the Applicant Company to serve individual notice of date of hearing of the Petition to remaining 15 Unsecured Creditors by Registered Post Acknowledgement and also to publish the same in Free Press Journal’ in English and ‘ Maharashtra Times’ in Marathi both having 4 circulation at Mumbai. The undertaking is accepted. COMPANY JUDGE