1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 500 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement among Doehler India Private Limited and its Equity Shareholders; And its 5% Non Cumulative, Non Convertible Redeemable Preference Shareholders, Doehler India Private Limited, a company incorporated under the Companies Act,1956 and having its registered office at Plot No.3, Survey 285, Raisoni Industrial Park, Hinjewadi, Pune 411 057, Maharashtra, India ) ) ) ) ) ) Applicant Company Coram: S. C. Dharmadhikari, J. Date: 20th August, 2011 Mr. Rupesh Langekar i/b Mr. Atul G. Damle for Applicant MINUTES OF THE ORDER UPON the application of the abovenamed Company by Summons for Direction AND UPON HEARING Mr. Atul G. Damle Advocates for the Applicant Company, AND UPON READING the Affidavit dated 14th June 2011 of Mr. Milind Mahajan, 2 Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT: 1. The convening and holding 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 Arrangement between Doehler India Private Limited and its Equity Shareholders and its 5% Non Cumulative, Non Convertible Redeemable Preference Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant which are annexed as Exhibit “E-1” and Exhibit “E-2” to the Affidavit in support of the Summons for Directions. 2. The convening and holding the meeting of the Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Doehler India Private Limited and its Equity Shareholders and its 5% Non Cumulative, Non Convertible Redeemable Preference Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant which are annexed as Exhibit “F” to the Affidavit in support of the Summons for Directions. 3. There are no Secured Creditors of the Applicant Company as stated in paragraph 12 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4. That the requirement to convene and hold a meeting of the unsecured creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Arrangement between Doehler India Private Limited and its Equity Shareholders and its 5% Non Cumulative, Non Convertible Redeemable Preference Shareholders is dispensed with in view of the averments made in paragraph No.13 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to 3 issue individual notice of the date of hearing the petition by Registered Post Acknowledgement Due to all its unsecured creditors and also to publish the same in one issue each of “Indian Express” in the English language and “Loksatta” in Marathi language, circulating in Pune. The said undertaking is accepted. (S. C. DHARMADHIKARI, J.)