IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.888 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of John Deere India Private Limited. And In the matter of the Scheme of Amalgamation of John Deere Equipment Private Limited into John Deere India Private Limited John Deere India Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Cyber City, Magarpatta City, Hadapsar, Pune – 411028,Maharashtra ) ) ) ) ) .Applicant Company ( Transferee Company) Called Summons for Direction CORAM: S. J. Kathawalla J Dated : 28th August, 2009 Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. for Applicant Company 1 MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a summons for direction, AND UPON hearing Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. for the Applicant and UPON reading the Affidavit dated 14th August,2009 of Dr. Shivaji Rao, Authorised Signatory, of the Applicant Company in support of the Summons for Direction, IT IS ORDERED -: 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of John Deere Equipment Private Limited into John Deere India Private Limited is dispensed with in view of the consents in writing given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibit “H-1” and Exhibit “H-2” to the Affidavit in support of Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 23 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 2 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, the arrangement embodied in the Scheme of Amalgamation of John Deere Equipment Private Limited into John Deere India Private Limited is dispensed with in view of the consents in writing given by 11 out of 17 Unsecured Creditors of the Applicant Company representing 98.76 % in value and 64.71 % in number, which are annexed as Exhibit “J-1” to Exhibit “J-11” to the Affidavit in support of Summons for Direction and in view of the undertaking given by the Applicant in paragraph 24 of the said Affidavit to issue individual notice of final hearing of the Petition by R.P.A.D to its Unsecured Creditors who have not given their consents and also to publish the same in two local newspapers, namely, “Sakal “in Marathi edition and “DNA” in English edition, both having circulation in Pune. 4. Certified copy of the order in terms of minutes be expedited. Company Judge 3