1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 172 OF 2011 In the matter of: The Companies Act, 1956 And In the matter of: Sections 391 to 394 of the Companies Act, 1956 And In the matter of: HV Transmissions Limited And In the matter of: The scheme of Amalgamation of HV Transmissions Limited (“Applicant Company” or Transferor Company”) with HV Axles Limited, (“Transferee Company”) and their respective members and creditors. HV Transmissions Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at Nanavati Mahalaya, 18, Homi Mody Street, Hutatma Chowk, Mumbai- 400 001, Maharashtra ) ) ) ) ) ) …. Applicant Company 2 CALLED SUMMONS FOR DIRECTIONS Coram: - S. J. Vazifdar, J. Dated: - 25th March, 2011 Mr. Virag Tulzapurkar, Senior Advocate with Mr. Nikhil Sakhardande i/b AZB & Partners, Advocate for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Virag Tulzapurkar, Senior Advocate with Mr. Nikhil Sakhardande instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24th day of February, 2011 of Mr. Vispi S. Patel, the Company Secretary of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between HV Transmissions Limited, the Applicant Company and HV Axles Limited, the Transferee Company, is dispensed in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits C-1 and C-2 to the Affidavit in Support of the Summons for Direction. 2. There are no Preference Shareholders of the Applicant Company as stated in paragraph 23 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding meeting of Preference Shareholders does not arise. 3. That the convening and holding of the meeting the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation is dispensed with in view of the averments made in paragraph 24 of the Affidavit in support of the Summons for Direction and in view of the 3 consents given by the Secured Creditor which is annexed as Exhibit “D” to the Affidavit in Support of the Summons for Direction. 4. That the convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation, is dispensed in view of the averments made in paragraph 25 of the Affidavit in Support of the Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors having an outstanding balance of Rs. 50,000 (Rupees Fifty thousand) and above and also to publish the same in one issue each of Free Press Journal in the English language and Maharashtra Times in the Marathi language. The undertaking is accepted. (S. J. Vazifdar, J.)