1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.133 OF 2010 In the matter of the Companies Act, 1956 And In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Popular Power Controls Private Limited – Transferor Company and Popular Switch Gears Private Limited–Transferee Company and Their Respective Shareholders and Creditors under sections 391 to 394 of the Companies Act, 1956 Popular Switch Gears Private Limited, a Company ) incorporated under the Companies Act, 1956 ) having its registered office at 712 Arun Chambers, ) Tardeo Main Road Mumbai 400034 )………………Applicant / Transferee Company Called Summons for Directions CORAM : S.J. Kathawalla, J Dated : 11th February 2010 Mr. Ganesh A. Badri, Advocate for the Applicant 2 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Ganesh A. Badri Advocate for the Applicant AND UPON reading the Affidavit dated 13th January, 2010 of Shri. Mahesh Chimanlal Kadakia, Director of the Applicant in support of the Summons for Directions, IT IS ORDERED THAT:- 1. The Convening and holding 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 Scheme of Amalgamation presented for the amalgamation of Popular Power Controls Private Limited, the Transferor Company, with Popular Switch Gears Private Limited the Transferee Company and their respective Shareholders is dispensed with, in view of the consents given in writing by all the Equity Shareholders of the Applicant Company as per the letters of consent which are annexed at Exhibits “L 1 to L 34” to the Affidavit in support of the Summons for Directions. 2. The Convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification Scheme of Amalgamation presented for the amalgamation of Popular Power Controls Private Limited, the Transferor Company, with Popular Switch Gears Private Limited the Transferee Company and their respective Shareholders is dispensed with, in view of the averments made in paragraph 23 of the Affidavit in support of the Summons for Directions. The Applicant 3 Company undertakes to issue individual notices of the date of hearing of the Petition by R.P.A.D to all its secured Creditors. The said Undertaking is accepted. 3. The Convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, Scheme of Amalgamation is presented for the Amalgamation Popular Power Controls Private Limited, the Transferor Company, with Popular Switch Gears Private Limited the Transferee Company and their respective Shareholders and Creditors is dispensed with, in view of the averment made in paragraph 25 of the Affidavit in support of Summons for Directions.. The Applicant Company undertakes to issue individual notices of the date of hearing of the Petition by R.P.A.D to all its Unsecured Creditors. The said Undertaking is accepted. 4. Certified Copy of this Order is expedited. (S. J. Kathawalla, J)