1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.258 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Visteon Automotive (India) Private Limited; And In the matter of Scheme of Arrangement between Visteaon Automotive (India) Private Limited and Visteaon Technical and Services Centre Limited and their respective shareholders and creditors Visteon Automotive (India) Private Limited ) a company incorporated under ) the Companies Act, 1956 and having ) its Registered Office at Survey No. 279, ) Village Maan, Taluka Mulshi, Pune 411 057. ) ...Applicant/ Demerged Company Called for Summons for Directions Coram: S.J Kathawalla, J. Dated: 9th April, 2010 Mr. Anshul Gupta i/b Rajani Associates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mr. Anshul Gupta instructed by Rajani Associates, Advocates for the Applicant, AND UPON 2 READING the Affidavit dated 30th day of March, 2010 of Mr. Krishna Mandke, the Company Secretary of the Applicant, in support of the Summons for Directions and the Exhibits thereto referred, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Arrangement between Visteaon Automotive (India) Private Limited (The "Applicant/ Demerged Company") and Visteon Technical and Services Centre Private Limited (the "Resulting Company") and their respective shareholders and creditors is dispensed with as all the Equity Shareholders have given their consents to the Scheme of Arrangement which are annexed as Exhibits H-1 to Exhibit H-3 to the Affidavit in Support of Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditor of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Arrangement between Visteaon Automotive (India) Private Limited (The "Applicant/ Demerged Company") and Visteon Technical and Services Centre Private Limited (the "Resulting Company") and their 3 respective shareholders and creditors is dispensed with as Secured Creditor has given its consent to the Scheme of Arrangement which are annexed as Exhibits J to the Affidavit in Support of Summons for Direction. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Arrangement between Visteaon Automotive (India) Private Limited (The "Applicant/ Demerged Company") and Visteon Technical and Services Centre Private Limited (the "Resulting Company") and their respective shareholders and creditors is dispensed with in view of the averment made in paragraph 11 of the Affidavit in Support of Summons for Direction. The Applicant undertakes to give individual notice of date of final hearing of the Company Petition by Registered Post Acknowledgement Due to all its Unsecured Creditors of the Applicant. The undertaking is accepted. 4. Issuance of Certified copy of this order is expedited. (S.J. Kathawalla, J.) 4