IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.164 OF 2009 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Menon Alkop Private Limited AND IN THE MATTER of the Scheme of Amalgamation of Menon Alkop Private Limited and M B Autocomponents Private Limited with Menon Bearings Limited . Menon Alkop Private Limited ) A Company incorporated under the provisions ) of the Companies Act, 1956 and having its ) registered office at G – 1, MIDC, Gokul Shirgaon ) Kolhapur – 416 234 )… Applicant Called Summons for Directions Coram : S. J. Vazifdar, J Date: 6th February 2009 Mr. Yogesh Adhia for Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Yogesh Adhia, Advocate for Applicant Company, AND UPON READING the Affidavit dated 29 th January 2009 of Mr. Suhas Kulkarni, the Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: - 1. That the convening and holding of the meeting of the Equity Shares holders of the Applicant Company, for the purpose of considering and, if thought fit, approving, the Scheme of Amalgamation of, the Transferor Companies namely, Menon Alkop Private Limited and M B Auto components Private Limited with the Transferee Company, namely, Menon Bearings Limited , is dispensed with, as all the Equity Shareholders of the Applicant have given their consent in writing to the Scheme, which are annexed as Exhibits "P-1" and “P-2” to the Affidavit in support of the Summons for Directions. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company for the purpose of considering and, if thought fit approving the Scheme of Amalgamation of, the Transferor Companies namely, Menon Alkop Private Limited and M B Auto components Private Limited with the Transferee Company, namely, Menon Bearings Limited , is dispensed with, in view of the averments made in paragraph 27 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to issue 2 individual notice of hearing of Petition by R. P. A. D. to its Sole Secured Creditor. The undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, the Scheme of Amalgamation of, the Transferor Companies namely, Menon Alkop Private Limited and M B Auto components Private Limited with the Transferee Company, namely, Menon Bearings Limited , is dispensed with, in view of the averments made in paragraph 27 of the Affidavit in support of the Summons for Direction the Applicant undertakes to give individual notices of hearing of Petition by registered post A. D. to all the Unsecured Creditors undertaking is accepted. 4. That in view of the Judgment passed by this Hon’ble High Court in Mahaamba Investments Limited vs. IDI Limited (105 Co. Cases 16), and in view of averments made in paragraph 28 of the Affidavit in support of the Summons for Direction, the filing of separate proceedings under Section 391 to 394 of the Companies Act, 1956 by the Transferee Company is not necessary and the same is dispensed with. Company Judge 3