1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION 502 OF 2011 In the matter of the Companies Act, 1956; AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Mahindra Automobile Distributor Private Limited AND Mahindra & Mahindra Limited AND their Respective Shareholders Mahindra Automobile Distributor Private Limited, ) a Company incorporated under the Companies Act, ) 1956 and having its Registered office at ) Gateway Building, Apollo Bunder, ) Mumbai - 400 001 ) ............Applicant Company Called Summons for Direction CORAM: S. C. DHARMADHIKARI, J DATE : 20th AUGUST 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. 2 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a 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 3rd August, 2011 of Mr. R Vijay, Authorised Signatory of the Applicant Company, in support of 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 Arrangement between Mahindra Automobile Distributor Private Limited, the Applicant/Demerged Company and Mahindra & Mahindra Limited, the Resulting Company and their respective Shareholders 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. That the convening and holding of the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Mahindra Automobile Distributor Private Limited, the Applicant/Demerged Company and Mahindra & Mahindra Limited, the Resulting Company and their respective Shareholders is dispensed with in view of consents given by 2 out 3 Secured Creditors of the Applicant Company which are annexed as Exhibits “H1” and “H2” to the Affidavit in 3 support of Company Summons for Direction. The Applicant Company undertakes to issue an individual notice of hearing of Petition by R.P.A.D. to its remaining one Secured Creditor and also to publish the notice of hearing of the Petition in two local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 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 the proposed Scheme of Arrangement between Mahindra Automobile Distributor Private Limited, the Applicant/Demerged Company and Mahindra & Mahindra Limited, the Resulting Company and their respective Shareholders is dispensed with in view of averments made in paragraph 21 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to issue an individual notice of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of Petition in two local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 4. The filing of separate Company Summons for Direction and Company Scheme Petition by Mahindra & Mahindra Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs twenty two 4 to twenty seven of the Affidavit in support of Company Summons for Direction. 5. That in view of averments made in paragraph twenty eight of the Affidavit in support of Company Summons for Direction, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is dispensed with. (S.C. DHARMADHIKARI, J)