1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 215 OF 2011 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 Amalgamation of Pooja Credits Private Limited (“the Transferor Company”) WITH Kirloskar Brothers Investments Limited (“the Transferee Company”) AND Their respective Shareholders Pooja Credits Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 13/A, Karve Road, Kothrud, Pune-411038 Maharashtra. ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S.J. VAZIFDAR, J Date: 1st APRIL , 2011 Mr. Hemant Sethi i/b.Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a 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 11th March, 2011 of Mr. Vikas Vohra , Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 2 1. That convening and holding the meeting of the Equity Shareholders of Pooja Credits Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Pooja Credits Private Limited, the Applicant/the Transferor Company with Kirloskar Brothers Investments Limited, the Transferee Company and their respective Shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “H1” to “H3” to the affidavit in support of the Company Summons for Direction. 2. That there are no Secured and Unsecured Creditors in the Applicant Company as stated in paragraph 18 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. 3. That the filing of separate Company Summons for Direction and Company Scheme Petition in relation to the proposed scheme by Kirloskar Brothers Investments Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 19 and 20 of the Affidavit in support of the Company Summons for Direction. (S.J. VAZIFDAR, J )