1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 732 OF 2010 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Racold Thermo Limited [formerly Merloni TermoSanitari (India) Limited] (Transferor Company) with Ariston Thermo India Limited [formerly Merloni TermoSanitari SSP Limited] (Transferee Company) and their respective shareholders. Ariston Thermo India Limited, a Company incorporated } under the provisions of Companies Act 1956 having its } registered Office at Gat No 265/374/376, Kharabwadi, } Chakan Talegaon Road, Chakan, Pune 410 501 }....Applicant Company Called Summons for Direction Coram: S. J. VAZIFDAR, J Date: 19TH NOVEMBER , 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by M/s Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th day of October, 2010 of Mr. Tejesh C Sen, Authorised Representative of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred , IT IS ORDERED: 1) That convening and holding of the meeting of the equity shareholders of Ariston Thermo India Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Racold Thermo Limited [formerly Merloni TermoSanitari (India) Limited], the Transferor Company with Ariston Thermo India Limited [formerly Merloni TermoSanitari SSP Limited], the Applicant/ Transferee Company and their respective shareholders is dispensed with in view of 2 the consents given by all the equity shareholders of the Applicant Company, which are annexed as Exhibits G1 to G7 to the affidavit in support of Company Summons for Direction. 2) That convening and holding of the meeting of the Unsecured Creditors of Ariston Thermo India Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Racold Thermo Limited [formerly Merloni TermoSanitari (India) Limited], the Transferor Company with Ariston Thermo India Limited [formerly Merloni TermoSanitari SSP Limited], the Applicant/ Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph twenty one of the affidavit in support of Company Summons for Direction. The Applicant Company undertakes to give individual notices to all its Unsecured Creditors of the date of hearing of petition and also publish notices in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. The said undertaking is accepted. 3) That there are no Secured Creditors in Ariston Thermo India Limited, the Applicant Company, as on date, as mentioned in paragraph 22 of the affidavit in support of Company Summons for Direction and hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S.J. VAZIFDAR, J)