IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.142 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Section 391 to 394 of the Companies Act, 1956 AND In the matter of JSL STRUCTURES LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Valecha Chambers, 6th Floor, New Link Road, Andheri (West), Mumbai – 400053 AND In the matter of SCHEME OF AMALGAMATION BETWEEN JSL STRUCTURES LIMITED, … Transferor Company AND JYOTI STRUCTURES LIMITED …Transferee Company JSL STRUCTURES LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Valecha Chambers, 6th Floor, New Link Road, Andheri (West), Mumbai – 400053 ……Applicant / Transferor Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date : 18th February, 2010 Mr. Nasir Ali Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant MINUTES OF THE ORDER UPON the application of JSL Structures Limited, the Applicant above named by Summons for Direction, AND UPON hearing Mr. Nasir Ali Rizvi, Advocate for the Applicant Company, and upon reading the Affidavit dated 10th February 2010 of Mr. Rajendra Singh Rana, Company Secretary of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding the Meeting of the Equity Shareholders, of the Applicant / Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of JSL Structures Limited, the Applicant / Transferor Company with Jyoti Structures Limited, the Transferee Company, is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferor Company, which are 2 annexed as Exhibits ‘J-1 to J-7 ’ to the Affidavit – in – Support of the Summons for directions. 2. There are no Preference Shareholders and Secured Creditors of the Applicant Company, as mentioned in paragraphs 28 and 29 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meetings of Preference Shareholders and Secured Creditors does not arise. 3. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of JSL Structures Limited with Jyoti Structures Limited is dispensed with in view of the averments made in paragraph 30 of the Affidavit – in – Support of the Summons for Direction and in view of the consents given by 54 out of 106 Unsecured Creditors of the Applicant Company representing 50.94% in number and 94.70% in value of the total unsecured creditors, which are annexed as Exhibits ‘K-1’ to ‘K- 54’ to the Affidavit – in – Support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing 3 of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted. 4. That in view of the averments made in paragraph 31 of the Affidavit in Support of Summons for Direction, the requirements of filing of the separate Application / Petition by Jyoti Structures Limited, the Transferee Company is dispensed with. (S. J. Kathawalla, J.) 4