1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 498 OF 2011 In the matter of the Companies Act, 1956 (1 of 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 Amalgamation and Arrangement Between Trilochan Sahney Finance and Holdings Private Limited (‘the Transferor Company’) And NRB Bearings Limited ( ‘the Transferee Company‘) And Their respective Shareholders and creditors. TRILOCHAN SAHNEY FINANCE AND HOLDINGS PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 13, Shangri La, 27A Carmichael Road, Mumbai 400 026. ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 20th August, 2011 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co. Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed 2 by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th July, 2011 of Mr. R. G. Mehendale, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Trilochan Sahney Finance and Holdings Private Limited, the Applicant /Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement between Trilochan Sahney Finance and Holdings Private Limited, the Transferor Company and NRB Bearings Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits D1 and D2 to the affidavit in support of the Summons for Direction. 2. That convening and holding of the meeting of the Preference Shareholders of Trilochan Sahney Finance and Holdings Private Limited, the Applicant / Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement between Trilochan Sahney Finance and Holdings Private Limited, the Transferor Company and NRB Bearings Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibits F1 to F4 to the affidavit in support of the Summons for Direction. 3. That there are no Secured Creditors in Trilochan Sahney Finance and Holdings Private Limited, the Applicant /Transferor Company, as stated in paragraph 12 of the affidavit in support of the Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3 4. That convening and holding the meeting of the Unsecured Creditors of Trilochan Sahney Finance and Holdings Private Limited, the Applicant / Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement between Trilochan Sahney Finance and Holdings Private Limited, the Transferor Company and NRB Bearings Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 13 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the Petition in two newspapers viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. ( S. C. Dharmadhikari, J. )