IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.556 OF 2008 In the matter of 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 Franke India Private Limited, (‘Transferor Company’) with Faber Heatkraft Industries Limited (‘Transferee Company’) and their respective shareholders Franke India Private Limited, a Company } Incorporated under the provisions of Companies } Act, 1956 having its registered office at L-7, } MIDC, Waluj, Aurangabad – 431136 }….Applicant Company Called for Summons for Direction Coram: A.M. KHANWILKAR J Date : 2nd May , 2009 0.0.0.0.0.1 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant 1 0.1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 1st April 2009 of Mr. Darshan Somani, Accounts- Manager of the Applicant Company, in support of Summons for Directions , IT IS ORDERED THAT: 1. That the convening and holding the meeting of the Equity Shareholders of Franke India Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Franke India Private Limited, the Applicant/Transferor Company with Faber Heatkraft Industries Limited, Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits H1 & H2 to the affidavit in support of the Summons for Directions. 2. That the convening and holding the meeting of the Preference Shareholders of Franke India Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Franke India Private Limited, the Applicant/Transferor Company with 2 Faber Heatkraft Industries Limited, Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of the consent given by Sole Preference Shareholders of the Applicant Company, which are annexed as Exhibit -I to the affidavit in support of the Summons for Directions. 3. That the convening and holding the meetings of Unsecured Creditors of Franke India Private Limited , the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Franke India Private Limited, the Applicant/Transferor Company with Faber Heatkraft Industries Limited, Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of averments made in paragraph twenty one of the affidavit in support of Summons for Directions. Applicant undertakes to give individual notices to all its Unsecured Creditors of the date of hearing of petition. The Undertaking is accepted. 4. There are no Secured Creditors in the Applicant Company as mention in paragraph twenty two of the affidavit in support of Summons for Directions. Hence the question of convening and holding meeting of the Secured Creditors does not arise. (COMPANY JUDGE) 3