IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.433 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Schenectady (India) Holdings Private Limited (the Transferor Company”) WITH SI Group – India Limited (“the Transferee Company”) AND their Respective Shareholders SCHENECTADY (INDIA) HOLDINGS PRIVATE LIMITED } a company Incorporated under the Companies Act, 1956 } having its registered office at 1003 - 1006, 10th Floor, } Arcadia, 195, NCPA Marg, Nariman Point, Mumbai-400 021. } …..Applicant Company Called Summons for Direction Coram: S. J. KATHAWALLA, J DATE : 8TH JULY 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company 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 10th June, 2011 of Mr. B. M. Raul, Authorised Representative of the Applicant Company, in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Schenectady (India) Holdings Private Limited, Transferor Company with SI Group– India Limited, the Transferee Company and their respective shareholders is dispensed with in view of consents given by both the Equity shareholders of the Applicant Company, which are annexed as Exhibits “D1” to “D2” to the Affidavit in support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors in the Applicant Company as stated in paragraph 12 and 13 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meetings of Secured and Unsecured Creditors does not arise. (S.J. KATHAWALLA, J)