IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRCTIONS NO. 720 OF 2010 In the matter of Section 391 and 394 of the Companies Act, 1956 And In the matter of Carraro PNH Components India Private Limited And In the matter of Scheme of Amalgamation of Carraro PNH Components India Private Limited with Carraro India Private Limited Carraro PNH Components India Private Limited, a } Company incorporated under the provisions of the } Companies Act, 1956 having its registered office } at Bhaishankar Kanga & Girdharlal Maneckji } Wadia Building, 3rd floor, N M Marg, Fort, Mumbai- } 400001 Maharashtra }…Applicant Company Called for Summons for Direction Coram : S. J. Kathawalla J. Dated : 29th October 2010 Mr. Rahul A. Risbud and Mr. Vikas Mahangare Advocate for Applicant. MINUTES OF ORDER UPON the Application of the above-named Applicant Company by Summons for Direction, AND UPON hearing Shri Rahul A. Risbud, Advocate for the Applicant Company, AND UPON reading the affidavit dated 10th September 2010 of Mr. Marco Ferreti, Director of the Applicant Company in support of the Summons for Direction, and the exhibits therein referred to, IT IS ORDERED: (1) That the convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or 1 without modification(s), the proposed Scheme of Amalgamation between Carraro PNH Components India Private Limited and Carraro India Private Limited, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits D to the Affidavit in Support of Summons for Direction. (2) There are no Secured Creditors of the Applicant Company, as stated in paragraph 24 of the Affidavit in Support of Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. (3) That the convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Carraro PNH Components India Private Limited and Carraro India Private Limited, is dispensed with in view of the consent given by the sole Unsecured Creditors of the Applicant Company which is annexed as Exhibit F to the Affidavit in Support of Summons for Direction. (S. J. Kathawalla J.) 2