IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1542 OF 2008 In the matter of the Companies Act of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement of Amtek India Limited, Ahmednagar Forgings Limited, Amtek Crankshafts (India) Limited (formerly Amtek Siccardi India Limited), Amtek Ring Gears Limited (formerly Benda Amtek Limited) and Amtek Castings India Limited with Amtek Auto Limited. Ahmednagar Forgings Limited, ) a company incorporated under the ) Companies Act, 1956 having its ) Registered office at Gate No. 614, ) Kuruli Village, Khed Tehsil, ) Pune – 410 501. ) …Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar, J Date: 21 st November, 2008 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 22nd day of October, 2008 of Mr. Prabhjot Singh Ahluwalia, Company Secretary of the Applicant Company, in support of the Summons for Directions IT IS ORDERED : 1. That a meeting of the Equity Shareholders of Ahmednagar Forgings Limited, “Applicant/ Second Transferor Company” be convened and held at its registered office at Gate No.614, Kuruli Village, Khed Tehsil, Pune, Maharashtra - 410501, on Friday, the 26 th day of December 2008 at 11.00 a.m., for the purpose of considering and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Arrangement of Amtek India Limited, the First Transferor Company , Ahmednagar Forgings Limited, the Applicant/Second Transferor Company , Amtek Crankshafts (India) Limited, the Third Transferor Company , Amtek Ring Gears Limited, the Fourth Transferor Company and Amtek Castings India Limited, the Fifth 2 Transferor Company with Amtek Auto Limited, the Transferee Company. 2. THAT a meeting of the Secured Creditors of the Applicant Company be convened and held at its registered office at Gate No.614, Kuruli Village, Khed Tehsil, Pune, Maharashtra - 410501, on Friday, the 26 th day of December 2008 at 1.00 p.m.. for the purpose of considering and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Arrangement of Amtek India Limited, the First Transferor Company , Ahmednagar Forgings Limited, the Applicant /Second Transferor Company , Amtek Crankshafts (India) Limited, the Third Transferor Company , Amtek Ring Gears Limited, the Fourth Transferor Company and Amtek Castings India Limited, the Fifth Transferor Company with Amtek Auto Limited, the Transferee Company. 3. THAT a meeting of the Unsecured Creditors of the Applicant Company be convened and held at its registered office at Gate No.614, Kuruli Village, Khed Tehsil, Pune, Maharashtra - 410501, on Friday, the 26 th day of December 2008 at 3.00 p.m. for the purpose of considering and if thought fit, approving, with or 3 without modification, the Arrangement embodied in the Scheme of Arrangement of Amtek India Limited, the First Transferor Company , Ahmednagar Forgings Limited, the Applicant/ Second Transferor Company , Amtek Crankshafts (India) Limited, the Third Transferor Company , Amtek Ring Gears Limited, the Fourth Transferor Company, and Amtek Castings India Limited, the Fifth Transferor Company with Amtek Auto Limited, the Transferee Company. 4. That at least 21 clear days before the meetings to be held as aforesaid, an advertisement convening the said meetings, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Arrangement and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant Company as aforesaid and/or at the office of its advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published one each in ‘Sakal Times’ in English and ‘Prabhat’ in Marathi, both having circulation in Pune. Publication of notice in the Maharashtra Government Gazette is dispensed with. 4 5. That, in addition, at least 21 clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre- paid letter post Under Certificate of Posting addressed to each of the Equity Shareholders, the Secured Creditors and the Unsecured Creditors at their respective registered or last known addresses. 6. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to i. advertise the Notice convening meeting as per Form No.38 (Rule 74) ii. issue Notice convening meeting of the Equity Shareholders as per Form No.36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; 5 iv. issue Form of Proxy as per Form No.37 (Rule 73) The undertaking is accepted. 7. That Mr. Vivek Agarwal, Director of the Applicant Company, failing him, Mr. T. K. Laskar, General Manager of the Applicant Company, failing him, Mr. Prabhjot Singh Ahluwalia, Company Secretary of the Applicant Company is appointed as the Chairman for the above meetings to be held at Gate No.614, Kuruli Village, Ked Tehsil, Pune Maharashtra 410501 on Friday, 26 th December, 2008 at 11.00 a.m., 1:00 p.m. and 3:00 p.m. respectively or any adjournment or adjournments thereof. 8. The Chairman appointed for the meetings do issue the advertisement and send out the notices of the meeting referred to above. The Chairman shall have all powers under the Articles of Association of the Applicant Company and under the Company (Court) Rules, 1959 in relation to conduct of the aforesaid respective meetings including for deciding procedural questions that may arise at the respective meetings or at any adjournment thereof or any other matter including amendment to the Scheme / Resolution, if any, proposed at the meeting by any person(s). 6 9. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 Equity Shareholders present in person. 10. That quorum for the aforesaid meeting of the Secured Creditors shall be 2 Secured Creditors present in person or proxy or through authorised representative. 11. That quorum for the aforesaid meeting of the Unsecured Creditors shall be 2 Unsecured Creditors present in person or proxy or through authorised representative. 12. That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at Gate No. 614, Kuruli Village, Khed Tehsil, Pune, Maharashtra 410 501 not later than 48 hours before the aforesaid respective meetings, as per Rule 70 of the Company (Court) Rules, 1959. 13. That the value of the shares of each of the Equity Shareholders and the value of debt due to secured and Unsecured Creditors 7 shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meetings. 14. That the Chairman appointed for the meetings do report to this Court the result of the said meeting within 30 days of the conclusion of the respective meetings and the said report shall be verified by his affidavit. COMPANY JUDGE 8