IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.404 OF 2009 In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of LAXMI UDYOG COMPONENTS PRIVATE LIMITED WITH LAXMI AGNI COMPONENTS & FORGINGS PRIVATE LIMITED LAXMI UDYOG COMPONENTS PRIVATE LIMITED) incorporated under the Company Act, 1956, ) having its Registered Office at S-36, T Block, ) MIDC Bhosari, Pune - 411 026 ) ……… APPLICANT Called Summons for Direction CORAM: S. J. Vazifdar, J DATE : 3rd April, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant Company MINUTES OF ORDER Upon the application of the Applicant above named by a Summons for Directions AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co for the Applicant Company, AND UPON reading the Affidavit dated 31st March, 2009 of Mr. Abhayraj Kapoor, Director of the Applicant Company in support of Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:- 1. That 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 modifications, the Scheme of Amalgamation of Laxmi Udyog Components Private Limited, the Applicant/ Transferor Company with Laxmi Agni Components & Forgings Private Limited, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “B-1 and B-2” to the Affidavit in Support of Summons for Directions. 2. That 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 modifications, the Scheme of Amalgamation of Laxmi Udyog Components Private Limited, the Applicant/ Transferor Company with Laxmi Agni Components & Forgings Private Limited, the Transferee Company is dispensed with in view of averment made in paragraphs 17 and 22 of the Affidavit in Support of Summons for Directions. The Applicant Company undertakes to issue individual notice of date of hearing of the Petition by Registered Post A.D. to all its Secured Creditors. The said undertaking is accepted. 3. That there are no Unsecured Creditors of the Applicant Company as mentioned in paragraph 23 of the Affidavit in Support of Summons for Directions. Hence the question of convening and holding the meeting of Unsecured Creditors does not arise. 2 COMPANY JUDGE 3