1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.468 OF 2009 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between KTMS Engineering Private Limited(Demerged Company) and KTMS Properties Private Limited (Resulting Company ) and Their Respective Shareholders KTMS Engineering Private Limited, a } Company incorporated under the provisions } Of Companies Act, 1956 having its registered } office at Industry House, S. No. 49 Mundhwa, } Pune - 411 036 ]….Applicant Company Called Summons for Direction CORAM: S. C. DHARMADHIKARI J DATE: 23RD April, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b 2 Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated April 8, 2009 of Mrs. Supriya Gajanan Tilak , Authorised Signatory of the Applicant Company in support of Summons for Directions, IT IS ORDERED THAT: 1. The convening and holding of the meeting of the Equity Shareholders of KTMS Engineering 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 Arrangement between KTMS Engineering Private Limited, the Applicant/Demerged Company and KTMS Properties Private Limited, the Resulting Company and their Respective Shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘D’ to the affidavit in support of the Summons for Directions. 2. The convening and holding of the meeting of the Unsecured Creditors of KTMS Engineering 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 Arrangement between KTMS Engineering Private Limited, the Applicant/Demerged Company and KTMS Properties 3 Private Limited, the Resulting Company and their Respective Shareholders (“Scheme”) is dispensed with in view of averments made in paragraph eighteen of the affidavit in support of Summons for Directions. Applicant Company undertakes to give individual notices by RPAD to all its Unsecured Creditors of the date of hearing of petition. The said undertaking is accepted. 3. There are no Secured Creditors in the Applicant Company as mention in paragraph eighteen 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)