1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.255 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Encore Cement and Additives Private Limited And In the matter of the Scheme of Amalgamation Of 1. Lucky Minmat Limited, 2. National Limestone Company Private Limited and 3. Encore Cement and Additives Private Limited Into ACC Limited Encore Cement and Additives Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at “Cement House”, 121, Maharshi Karve Road, Mumbai – 400020, Maharashtra, India; ) ) ) ) ) …….Applicant Company Called Summons for direction CORAM: S. J. Vazifdar J Dated : 29th April, 2011 Mr. Venkatesh Dhond i/b M/s Chitnis & Co, Advocate for Applicant Company 2 MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Venkatesh Dhond i/b M/s Chitnis & Co. for the Applicant and UPON reading the Affidavit dated this 24th day of March, 2011 of Mr. Burjor D Nariman, Director of the Applicant Company in support of the Summons for Direction, and the Exhibits therein referred to 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 proposed Scheme of Amalgamation of Lucky Minmat Limited, National Limestone Company Private Limited and Encore Cement and Additives Private Limited into ACC Limited is dispensed with in view of the consents in writing given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C-1” to “C- 3 ” to the Affidavit in support of Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as stated in paragraph 25 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That the convening and holding meeting of the Unsecured Creditors of the Applicant abovenamed, for the purpose of considering and approving, with or without modification, the proposed Scheme of Amalgamation of Lucky Minmat 3 Limited, National Limestone Company Private Limited and Encore Cement and Additives Private Limited into ACC Limited is dispensed with in view of the consent given by 18 out of 35 Unsecured Creditors which are annexed as Exhibits “E-1” to “E-18” to the Affidavit in support of these Summons for Direction and in view of the averments made in paragraph 27 of the said Affidavit. The Applicant undertakes to issue individual notice of final hearing of the Petition by R.P.A.D to all its Unsecured Creditors and also to publish the date of the final hearing of the Petition in two local newspapers, namely, “Maharashtra Times” in Marathi edition and “Free Press Journal” in English edition, both having circulation in Mumbai. The undertaking is accepted. (S. J. Vazifdar, J)