1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1055 OF 2009 In the matter of the Companies Act, 1956 (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 Prisma Roctools Private Limited and Focus Rocbit Private Limited with Atlas Copco (India) Limited and their Respective Shareholders Prisma Roctools Private Limited, a Company } incorporated under the provisions of the Companies } Act, 1956 having its registered office at 2nd Floor, } Tellus Technologies, 209/1B/1A, Range Hills Road, } Pune – 411 020 } ….Applicant Company 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 6th day of October, 2009 of Mr. Suresh H. Ghotage , Authorized Signatory of the Applicant Company in support of Summons for Directions, IT IS ORDERED: 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 embodied in the Scheme of 2 Amalgamation of Prisma Roctools Private Limited, the Applicant Company and Focus Rocbit Private Limited with Atlas Copco (India) Limited, the Transferee Company and their Respective Shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘K1’ &’K2’ to the affidavit in support of the Summons for Directions. 2. That convening and holding of the meetings of the Secured and Unsecured Creditors of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Arrangement embodied in the Scheme of Amalgamation of Prisma Roctools Private Limited, the Applicant Company and Focus Rocbit Private Limited with Atlas Copco (India) Limited, the Transferee Company and their Respective Shareholders (“Scheme”) is dispensed with in view of averments made in paragraph twenty seven and twenty eight of the affidavit in support of Summons for Directions. Applicant undertakes to give individual notices by RPAD to all its Secured and Unsecured Creditors of the date of hearing of petition. The said undertaking is accepted. 3. That in view of averments made in paragraph twenty nine and thirty of the affidavit in support of Summons for Direction, the Transferee Company is not required to file Company Application and Petition for Sanction of the Scheme of Amalgamation of Prisma Roctools Private Limited and Focus Rocbit Private Limited with Atlas Copco (India) Limited and their Respective Shareholders (S. J. KATHAWALLA J)