1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1024 OF 2009 In the matter of the Companies Act, 1956; AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Kirloskar Brothers Limited(Transferor Company) and Kirloskar Brothers Investments Limited (Transferee Company) and their respective Shareholders . Kirloskar Brothers Investments Limited,) a company incorporated under the ) Companies Act, 1956 ) and having its Registered office at ) Udyog Bhavan,Tilak Road, Pune- 411 002 ) ...... Applicant Company Called Summons for Direction CORAM : S. J. KATHAWALLA J DATE: 9th OCTOBER 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. Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING the Affidavit dated 1st day of October, 2009 of Mr. G. P. Kulkarni, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 2 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Arrangement between Kirloskar Brothers Limited, Transferor Company and Kirloskar Brothers Investments Limited, the Applicant/Transferee Company and their respective Shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘C1 to C 7’ to the affidavit in support of the Summons for Directions. 2. That there are no Secured & Unsecured Creditors in Kirloskar Brothers Investments Limited, the Applicant Company as mentioned in paragraph twenty of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meetings of Secured & Unsecured Creditors does not arise. 3. That in view of averments made in paragraphs twenty one of the affidavit in support of Summons for Directions, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is not applicable and the same is therefore dispensed with as the same does not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital. (S. J. KATHAWALLA J)