1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 41 OF 2011 In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Pressmatic Electro Stampings Private Limited and Quadromatic Engineering Private Limited (Transferor Companies) with Hematic Motors Private Limited (Transferee Company) and their Respective Shareholders Quadromatic Engineering Private Limited, a Company } Incorporated under the provisions of Companies Act, 1956 } 775/B, Plot No. 11, Karad Dhebewadi Road, Wing, - 415122, } Taluka Karad, District Satara } ………..Applicant Called Summons for Direction CORAM: S. C. DHARMADHIKARI, J. Date: 21st January, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 14th January, 2011 of Mr. Prashant Vaishampayan, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Quadromatic Engineering Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Pressmatic Electro Stampings Private Limited and Quadromatic Engineering Private Limited, the Applicant/Second Transferor Company with Hematic Motors Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view 2 of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “I-1” to “I-7” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meetings of the Secured and Unsecured Creditors of Quadromatic Engineering Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Pressmatic Electro Stampings Private Limited and Quadromatic Engineering Private Limited, the Applicant/Second Transferor Company with Hematic Motors Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of averments made in paragraph 24 of the Affidavit in support of Company Summons for Direction. The Applicant undertakes to issue individual notice of hearing of petition by RPAD to all its Secured and Unsecured Creditors and also to publish the notice of hearing of petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English and ‘Maharashtra Times’ in the Marathi. The said undertaking is accepted. 3. That the filing of separate Company Summons for Direction and Company Scheme Petition on behalf of Hematic Motors Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 25 to 27 of the Affidavit in support of the Company Summons for Direction. (S. C. DHARMADHIKARI, J. )