1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 617 OF 2011 In the matter of Section 391 & 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation Of Forbes Polymetron Private Limited And Rapideffect Private Limited With Forbes Marshall Private Limited And Their Respective Shareholders Forbes Polymetron Private Limited a Company ) Incorporated under the provisions of Companies ) Act, 1956 having its registered Office at A-34/35 ) MIDC Industrial Area, „H‟ Block, Pimpri, ) Pune : 411 018 ) …...Applicant Company Called Summons for Direction Coram: S. C. DHARMADHIKARI, J, DATE: 14TH OCTOBER 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 22nd 2 August, 2011 of Mr. Shailesh Jayantilal Shah, Financial Controller and Authorized Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of 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 Forbes Polymetron Private Limited and Rapideffect Private Limited with Forbes Marshall Private Limited, the Transferee Company is dispensed with in view of consents given by both the Equity shareholders of the Applicant Company which are annexed as Exhibits “C1” and “C2” to the Affidavit in support of Company Summons for Direction. 2. That there are no Secured Creditors in the Applicant Company as stated in paragraph twenty five of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of 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 of Forbes Polymetron Private Limited and Rapideffect Private Limited, the Transferor Companies with Forbes Marshall Private Limited, the 3 Transferee Company is dispensed with in view of averments made in paragraph twenty six of the Affidavit in support of Company Summons for Direction. The Applicant undertakes to issue an individual notices of hearing of Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the said notice in two newspapers, viz; Indian „Express‟ in English Language and „Loksatta‟ in Marathi language both circulated in Pune. The said undertaking is accepted. 4. That the filing of Company Summons for Direction and Company Scheme Petition by Forbes Polymetron Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs (20) to (22) of the Affidavit in support of the Company Summons for Direction. (S.C. DHARMADHIKARI, J)