IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 982 OF 2009 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 LSI Research (India) Private Limited (“the First Transferor company”) and LSI Technologies India Private Limited (“the Second Transferor Company”) with LSI Research & Development Pune Private Limited (“the Transferee Company”) and their respective Shareholders LSI TECHNOLOGIES INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 3rd Floor, COMMERZONE, Building No. 4, Survey No. 144 & 145, Samrat Ashoka Path, Off. Airport Road, Yerwada, Pune – 411006. ) ) ) ) ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 25th September, 2009 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., for Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th day of September, 2009 of Mr. M Ramakrishnan, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding of the meeting of the Equity Shareholders of LSI Technologies India Private Limited, the Applicant / the Second Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of LSI Research (India) Private Limited, the First Transferor Company and LSI 2 Technologies India Private Limited, the Second Transferor Company with LSI Research & Development Pune Private Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit J1 and J2 to the affidavit in support of the Summons for Directions. 2) There are no Secured Creditors of LSI Technologies India Private Limited, the Applicant / the Second Transferor Company, as mentioned in paragraph 21 of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding of the meeting of the Unsecured Creditors the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of LSI Research (India) Private 3 Limited and LSI Technologies India Private Limited with LSI Research & Development Pune Private Limited, and their respective Shareholders is dispensed with in view of the averment made in paragraph 22 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors and also to publish the same in Economic Times in English and Maharashtra Times, in Marathi, both circulated in Pune. The said undertaking is accepted. Company Judge 4