IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.557 OF 2009 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Franke India Private Limited, (‘Transferor Company’) with Faber Heatkraft Industries Limited (‘Transferee Company’) and their respective shareholders Faber Heathkraft Industries Limited, a Company } Incorporated under the provisions of Companies } Act, 1956 having its registered office at 37/1, } Kodhwa- Pisoli Road,Pisoli, } Pune- 411028 }….Applicant Company Called for Summons for Direction Coram: A.M. KHANWILKAR J . Date : 2nd May , 2009 0.0.0.0.0.1 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant 1 0.1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 1st April 2009 of Mr. Nishant Hundiwala, Manager, Finance of the Applicant Company, in support of Summons for Directions , IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of Faber Heathkraft Industries Limited , the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Franke India Private Limited, the Transferor Company with Faber Heatkraft Industries Limited, the Applicant/ Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C7 to the affidavit in support of the Summons for Directions. 2. The convening and holding the meetings of Unsecured Creditors of Faber Heathkraft Industries Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Franke India Private Limited, the Transferor Company with Faber Heatkraft Industries Limited, 2 the Applicant/Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of averments made in paragraph twenty one of the affidavit in support of Summons for Direction. Applicant undertakes to give individual notices to all its Unsecured Creditors of the date of hearing of petition. The Undertaking is accepted. 3. There are no Secured Creditors in the Applicant Company as mention in paragraph twenty two of the affidavit in support of Summons for Directions. Hence the question of convening and holding meeting of the Secured Creditors does not arise. (COMPANY JUDGE) 3