1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 594 OF 2011 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Hägglunds Drives (India) Private Limited WITH Bosch Rexroth (India) Limited AND their respective shareholders Hägglunds Drives (India) Private Limited, a Company } Incorporated under the provisions of Companies Act, 1956 } Having its Registered office at Hadapsar Industrial Estate } 18/4 - 19/4, Pune 411 013 }…Applicant Company Called Summons for Direction Coram: S. C. DHARMADHIKARI, J DATE: 30th SEPTEMBER 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 21st September 2011 of Mr. Mandar Sant, Senior Manager Accounts and the Authorised Representative of the Applicant Company, in support of 2 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 Hägglunds Drives (India) Private Limited, the Applicant/Transferor Company with Bosch Rexroth (India) 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 “G1” and “G2” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph nineteen of the Affidavit in support of Company Summons of 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 Hägglunds Drives (India) Private Limited, the Applicant/Transferor Company with Bosch Rexroth (India) Limited, the Transferee Company is dispensed with in view of averments made in paragraph twenty of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the notice of hearing of the Petition in local newspapers, 3 viz., Indian Express in English language and Loksatta in Marathi language, both circulated in Pune. The Undertaking is accepted. (S.C. DHARMADHIKARI, J)