1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.882 OF 2009 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Tecpro Ashtech Limited and Tecpro Power Systems Limited with Tecpro Systems Limited and Their Respective Shareholders and Creditors. Tecpro Ashtech Limited, a Company } incorporated under the provisions of the } Companies Act, 1956 having its registered } office at Premises No. 502 and 503, 5th Floor, } Building No. A-2, Jagdamba Commercial Complex } Link Road, Malad (W), Mumbai - 400064 }…..Applicant Company Called for Summons for Direction CORAM : S. J. KATHAWALLA J DATE: 28th AUGUST 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 Applicant Company, AND UPON READING the Affidavit dated 2 20th August 2009 of Mr. S. N. Grover, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: a. 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 Scheme of Amalgamation of Tecpro Ashtech Limited, the Applicant Company and Tecpro Power Systems Limited with Tecpro Systems Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘K1’ to ‘K9’ to the affidavit in support of the Summons for Directions. b. That convening and holding of the meeting of 0.01% Compulsorily Convertible Preference Shareholders of the Applicant Company, for the purpose of considering, and if, thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Tecpro Ashtech Limited, the Applicant Company and Tecpro Power Systems Limited with Tecpro Systems Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the consents given by all the 0.01% Compulsorily Convertible Preference Shareholders of the Applicant Company, which are annexed as Exhibit ‘L1’ & ‘L2’ to the affidavit in support of the Summons for Directions. 3 c. That convening and holding of the meetings of Secured and Unsecured Creditors of the Applicant Company, for the purpose of considering, and if, thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Tecpro Ashtech Limited, the Applicant Company and Tecpro Power Systems Limited with Tecpro Systems Limited, the Transferee Company and their respective Shareholders is dispensed with in view of averments made in paragraph twenty seven of the affidavit in support of the Summons for Directions. Applicant company undertakes to issue individual notices to all its Creditors of the value of Rs.1,00,000/- and above of the date of hearing of petition. Company Judge