IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.323 OF 2009 In the matter of the 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 Arrangement and Demerger between Rivolta Auto Industries Private Limited and Prescon Private Limited and their respective Shareholders and creditors Rivolta Auto Industries Private Limited } a Company incorporated Under the } Companies Act, 1956 and having its } Registered office at GAT No.412/413/414} Village Urawade , Taluka Mulshi, } Pune 412 108, Maharashtra } … Applicant Company Called Summons for Direction: Coram : S. J. Vazifdar J. Date : 20th March, 2009. Mr. Roop M. Vasudeo for Applicant. MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction and UPON HEARING Mr. Roop M. Vasudeo, Advocate for Applicant, AND UPON READING the Affidavit dated 3rd March, 2009 of Ms. Dipti Sanjeev Kalurkar, Director of the Applicant Company, in support of Summons for Direction, IT IS ORDERED: 1) That convening and holding the meeting of Equity Shareholders of Rivolta Auto Industries Private Limited, the “Applicant Company” to consider approve the proposed arrangement embodied in the Scheme of Amalgamation between Rivolta Auto Industries Private Limited., the Transferor Company with Prescon Company Private Limited “the Transferee Company” is dispensed with, in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “D1” “D2” & “D3” to the Affidavit in support of the Summons for Direction. 2) That convening and holding of the meeting of the Secured Creditors of Rivolta Auto Industries Private Limited., the “Applicant Company” / the Transferor Company” to consider and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation between Rivolta Auto Industries Private Limited and Prescon Private Limited., “the Resulting Company” / “the Transferee Company” and their respective Shareholders and creditors, is dispensed with view of the averment made in para (16) of the Affidavit of Ms. Dipti S. Kalurkar, Director of the Applicant Company, dated 3rd day of March, 2009 in support of the Summons for Direction, and in view of consent given by Secured Creditor and which is annexed as Exhibit “F” to the Affidavit in support of the Summons for Direction. 3) That convening and holding of the meeting of the Unsecured Creditors of Rivolta Auto Industries Private Limited., the “Applicant Company” / the Transferor Company” to consider and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation between Rivolta Auto Industries Private Limited and Prescon Private Limited., “the Resulting Company” / “the Transferee Company” and their respective Shareholders and creditors, is dispensed with view of the averment made in paragraph (17) of the Affidavit of Ms. Dipti S. Kalurkar, Director of the Applicant Company, dated 3rd day of March, 2009 in support of the Summons for Directions, and in view of giving undertaking to serve individual notice of the hearing of the Petition upon all its Secured Creditors by R.P.A.D. and also to publish the same in the newspapers. The said undertaking is accepted. The Applicant to file an Affidavit of Service thereof in this Registry at least two days before the date of hearing of the Petition. Sd/- Company Judge