IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1368 OF 2008 In the matter of the Companies Act, 1956 (1 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 Punjab Tractors Limited (‘the Transferor Company’) with Mahindra and Mahindra Limited (“the Transferee Company”) and their respective shareholders MAHINDRA AND MAHINDRA LIMITED, a company incorporated under the provisions of Indian Companies Act, VII of 1913 having its Registered Office at Gateway Building, Apollo Bunder, Mumbai 400 001 ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S.A. Bobde J. Date: 19th day of September, 2008 Mr.Rajesh Shah i/b M/s Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER IT IS ORDERED: 1. That a Meeting of the Equity Shareholders of Mahindra and Mahindra Limited, the Applicant Company, be convened and held at Y B Chavan Centre, General Jagannathrao Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai - 400 021 on Wednesday, the 29th day of October, 2008 at 3.00 p.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Punjab Tractors Limited, the Transferor Company with Mahindra and Mahindra Limited, the Applicant / Transferee Company and their respective shareholders. 2. That at least 21 clear days before the Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Scheme of Amalgamation 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, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, 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 posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 4. 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. issue Notice convening meeting of the equity shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted 5. That Mr. Keshub Mahindra, Chairman of the Applicant Company, and failing him, Mr. Anand G. Mahindra, Vice-Chairman & Managing Director of the Applicant Company, and failing him, Mr. Deepak S. Parekh, Director of the Applicant Company, shall be the Chairman of the aforesaid Meeting to be held at Y B Chavan Centre, General Jagannathrao Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai - 400 021 on Wednesday, the 29th day of October, 2008 at 3.00 p.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) members present in person. 8. 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 Gateway Building, Apollo Bunder, Mumbai 400 001, Maharashtra , not later than, 48 hours before the aforesaid Meeting. 9. That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman shall determine the value for the purpose of the aforesaid Meeting and his decision in that behalf would be final. 10. That the Chairman to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. That the convening and holding the Meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation of Punjab Tractors Limited with Mahindra and Mahindra Limited is dispensed with in view of the averments made in paragraph (18) of the affidavit dated 11th day of September, 2008 of Mr. Narayan Shankar, Company Secretary of the Applicant Company, in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all Secured Creditors except to the debenture holders. As far as the debenture holders are concerned, the Applicant Company undertakes to serve notice of hearing of the petition by R.P.A.D to the debenture trustee. The Applicant Company also undertake to publish the same in one issue each of ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 12. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation is dispensed with in view of the averment made in paragraph (19) of the affidavit dated 11th day of September, 2008 of Mr. Narayan Shankar, Company Secretary of the Applicant Company in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to those Unsecured Creditors having an outstanding balance of more than Rs 10,00,000 (Rupees Ten Lakhs) and also to publish the same in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. COMPANY JUDGE