IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 703 OF 2009. 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 BG-DAE-LIN Electronics Private Limited (‘the Transferor Company’) with BG LI-IN Electricals Private Limited (‘the Transferee Company’) and their respective Shareholders and Creditors BG-DAE-LIN ELECTRONICS PRIVATE LIMITED a Company incorporated under the Companies Act, 1956 having its registered office at Plot No. M -137, MIDC Industrial Area, Waluj, Aurangabad 431 136, Maharashtra, India. ) ) ) ) ) ) ……………… Applicant Company ) ) Called for Summons for Directions Coram: A.M Khanwilkar, J. Date: 2nd July, 2009. Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 25th June, 2009 of Mr. A.M. Totala, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) THAT convening and holding the meeting of the Equity Shareholders of BG-DAE-LIN Electronics Private Limited, the Applicant /Transferor Company to consider, and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of BG-DAE-LIN Electronics Private Limited, the Applicant /Transferor Company with BG LI-IN Electricals Private Limited, Transferee Company, and their respective Shareholders and Creditors, 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’ and ‘I2’ to the Affidavit in support of the Summons for Directions. 2) THAT convening and holding the meeting of the Secured Creditors of the Applicant Company to consider, and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of BG-DAE-LIN Electronics Private Limited, the Applicant /Transferor Company with BG LI-IN Electricals Private Limited, Transferee Company, and their respective Shareholders and Creditors, is dispensed with in view of the consent given by the sole Secured Creditor of the Applicant Company, which is annexed as Exhibit ‘J ’ to the Affidavit in support of the Summons for Directions. 3) THAT convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider, and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of BG-DAE-LIN Electronics Private Limited, the Applicant /Transferor Company with BG LI-IN Electricals Private Limited, Transferee Company, and their respective Shareholders and Creditors, is dispensed with in view of the averments made in paragraph 18 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition upon all its Unsecured Creditors by R.P.A.D and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi circulated in Mumbai. The undertaking is accepted. 4) That the requirement of filing of separate Application and Petition u/s 391 to 394 of the Companies Act, 1956, by the Transferee Company is dispensed with in view of the averments made in paragraphs 14 and 15 of the Affidavit in support of the Summons for Directions. Company Judge