1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORIDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 328 OF 2010 In the matter of Sections 391 to 394 of Companies Act, 1956 AND In the matter of Prabha Engineering Pvt. Ltd AND In the matter of Scheme of Amalgamation between Prabha Engineering Private Limited and Prabha Exports Private Limited Prabha Engineering Private Limited, ) A company incorporated under ) Provisions of Companies Act, 1956, ) having registered office at, ) 36, MIDC, Central Road, ) Andheri (E), Mumbai – 400 093 ) State of Maharashtra )......... Applicant Called for Summons for Direction Coram: S. J. Kathawalla J Date: 7th May, 2010 Mr. Rahul D. Oak, Advocate 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. Rahul D. Oak for the Applicant Company, AND UPON READING the Affidavit dated 12th Day of April, 2010 of Mr. Jayawant Y. Chaphekar, the Chairman of the Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Share Holders of Prabha Engineering Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of amalgamation between Prabha Engineering Private Limited (Transferee Company) and Prabha Exports Private Limited (Transferor Company) and their respective Shareholders and Creditors (‘the Scheme’ or ‘this Scheme’) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘I-1‘ to ‘I- 3‘ to the Affidavit in support of Summons for Directions. 2. That convening and holding the meeting of the Secured Creditor of Prabha Engineering Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of amalgamation between Prabha Engineering Private Limited (Transferee Company) and Prabha Exports Private Limited (Transferor Company) and their respective Shareholders and Creditors (‘the Scheme’ or ‘this Scheme’) is dispensed with in view of 3 the consents given by Secured Creditor of the Applicant Company, which is annexed as Exhibit ‘J ‘ to the Affidavit in support of Summons for Directions. 3. That convening and holding the meeting of the Unsecured Creditors of Prabha Engineering Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of amalgamation between Prabha Engineering Private Limited (Transferee Company) and Prabha Exports Private Limited (Transferor Company) and their respective Shareholders and Creditors (‘the Scheme’ or ‘this Scheme’) is dispensed with in view of the averments made in paragraph 35 of the Affidavit in support of Summons of Directions. The Applicant Company undertakes to serve individual notices of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the same in one issue each of ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 4. That convening and holding the meeting of the Unsecured Loan Creditors of Prabha Engineering Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of amalgamation between Prabha Engineering Private Limited (Transferee Company) and Prabha Exports Private Limited (Transferor Company) and their respective Shareholders and Creditors (‘the Scheme’ or ‘this Scheme’) is dispensed with in 4 view of the consents given by all Unsecured Loan Creditors of the Applicant Company, which are annexed as Exhibit ‘ L‘ to the Affidavit in support of Summons for Directions. S. J. Kathawalla J