- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.221 OF 2009 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Mahindra Hinoday Industries Limited and Mahindra Castings Private Limited and their respective shareholders Mahindra Castings Private Limited, a Company } Incorporated under the provisions of Companies } Act, 1956 having its registered office at Mahindra Towers, } P. K. Kurne Chowk, Worli, Mumbai - 400 018 }….Applicant Company CORAM: S. J. VAZIFDAR J DATE: 27th February 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: a) That the convening and holding of the meeting of the members holding Equity Shares of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation of Mahindra Hinoday Industries Limited, the Transferor Company with Mahindra Castings Private Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of consents given by all the equity shareholders holding 100% of the Equity Share Capital of the Applicant Company, as per their letters of consent annexed as Exhibit G1 & G2 to the affidavit dated this 11th day of - 2 - February , 2009 of Mr. K. Jayaprakash, Authorised Signatory of the Applicant Company in support of the Summons for Directions. b) That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation of Mahindra Hinoday Industries Limited, the Transferor Company with Mahindra Castings Private Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of avernments made in paragraph twenty two of the affidavit dated this 11th day of February , 2009 Mr. K. Jayaprakash, Authorised Signatory of the Applicant Company in support of the Summons for Directions. Applicant Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors. The said undertaking is accepted. c) There are no Secured Creditors in the Applicant Company as mention in paragraph twenty three of the affidavit dated 11th day of February 2009 of Mr. K. Jayaprakash, Authorised Signatory of the Applicant Company in support of the Summons for Directions. Hence the question of convening and holding meeting of the Secured Creditors does not arise. Sd/- (S. J. VAZIFDAR, J)