1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 254 OF 2011. In the matter of the Companies Act 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 CG CAPITAL AND INVESTMENTS LIMITED with CROMPTON GREAVES LIMITED CG CAPITAL AND INVESTMENTS LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 6th floor, CG House, Dr AB Road, Worli, Mumbai, Maharashtra, India. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 29th April, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 31st March, 2011 of Ms Minal Bhosale, the Authorised Signatory 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 the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of CG CAPITAL AND INVESTMENTS LIMITED, “the Applicant / Transferor Company” with CROMPTON GREAVES LIMITED, 2 the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which is annexed as Exhibit “G-1” to “G-9” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Non-convertible Non- Cumulative Preference Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of CG CAPITAL AND INVESTMENTS LIMITED, “the Applicant / Transferor Company” with CROMPTON GREAVES LIMITED, the Transferee Company is dispensed with in view of the consents given by the sole Non-convertible, Non- Cumulative Preference Shareholders of the Applicant Company, which is annexed as Exhibit “H” to the Affidavit in support of the Summons for Direction. 3. That there are no Secured Creditors of the Applicant Company as stated in paragraph 16 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of CG CAPITAL AND INVESTMENTS LIMITED, “the Applicant / Transferor Company” with CROMPTON GREAVES LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which is annexed as Exhibit “I-1” to “I-3” to the Affidavit in support of the Summons for Direction. 3 5. That the filing of the separate Application/Petition by Crompton Greaves Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 18 to 20 of the Affidavit in support of the Summons for Direction. (S. J. Vazifdar, J)