IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.380 OF 2010 In the matter of Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act; And In the matter of Scheme of Amalgamation of HOPE GASES LIMITED (1ST TRANSFEROR COMPANY), a Company incorporated under the provisions of the Companies Act, 1956, having its Registered Office at C-10, TTC Industrial Estate, MIDC, Pawne, Navi Mumbai – 400 705 AND PRANAV CONSTRUCTION EQUIPMENTS PRIVATE LIMITED (2ND TRANSFEROR COMPANY), a Company incorporated under the provisions of the Companies Act, 1956, having its Registered Office at 5/C, Regency Park, Edenwoods, Pokhran Road No.2, Thane (West), 400 600. WITH PRANAV CONSTRUCTION SYSTEMS PRIVATE LIMITED (TRANSFEREE COMPANY), a Company incorporated under the provisions of the Companies Act, 1956, having its Registered Office at Plot No. C-10, TTC, Industrial Estate, MIDC, Pawane, Navi Mumbai 400 705. PRANAV CONSTRUCTION ) SYSTEMS PRIVATE LIMITED ) a Company incorporated under the ) Provisions of the Companies ) Act, 1956 having its Registered Office ) Plot No. C-10, TTC Industrial Estate ) MIDC, Pawane, Navi Mumbai 400 705 )..Applicant (Transferee Company) Called Summons for Directions CORAM : S. J. Vazifdar, J. DATE : 11th June, 2010 Mrs. Anita Murgude, Advocate for Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON hearing Mrs. Anita Murgude, Advocate for Applicant AND UPON reading the Affidavit dated 19th March, 2010 of Mrs. S.S. Sahani, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED :- (1) THAT the convening and holding of the meeting of Equity Shareholders of the Applicant Company to 2 consider and approve the proposed Scheme of Amalgamation of Hope Gases Limited (1st Transferor Company) and Pranav Construction Equipments Pvt. Ltd. (2nd Transferor Company) with Pranav Construction Systems Private Limited (Transferee Company) is dispensed with in view of consents given by other Equity Shareholders of the Applicant Company which are annexed as Exhibits “M” and “M-1” to the Affidavit in support of the Summons for Direction. (2) THAT the convening and holding of the meeting of Preference Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Hope Gases Limited (1st Transferor Company) and Pranav Construction Equipments Pvt. Ltd. (2nd Transferor Company) with Pranav Construction Systems Private Limited (Transferee Company) is dispensed with in view of consent given by the sole Preference Shareholders of the Applicant 3 Company which is annexed as Exhibit “N” to the Affidavit in support of the Summons for Direction. (3) THAT the convening and holding of the meeting of secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Hope Gases Limited (1st Transferor Company) and Pranav Construction Equipments Pvt. Ltd. (2nd Transferor Company) with Pranav Construction Systems Private Limited (Transferee Company) is dispensed with in view of the consents given by all the Secured Creditors of the Applicant Company which are annexed as Exhibits “O” to “O-2” to the Affidavit in support of the Summons for Direction. (d) THAT the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Hope Gases Limited (1st Transferor Company) and Pranav Construction Equipments Pvt. 4 Ltd. (2nd Transferor Company) with Pranav Construction Systems Private Limited (Transferee Company) is dispensed with in view of averments made in paragraph 26 of the Affidavit in support of Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The said undertaking is accepted. (S. J. VAZIFDAR, J.) 5