IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 151 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Section 391 to 394 of the Companies Act, 1956 AND In the matter of A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Flat No. 701, A wing, Ambika Plaza, 90 Feet Road, Mulund (E) Mumbai – 400 081 AND In the matter of SCHEME OF AMALGAMATION BETWEEN A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED … Transferor Company AND SHARPLEX FILTERS (INDIA) PRIVATE LIMITED…Transferee Company A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Flat No. 701, A wing, Ambika Plaza, 90 Feet Road, Mulund (E), Mumbai – 400 081……Applicant / Transferor Company Called Summons for Direction Coram: S. J. Kathawalla J. Date: 26th February 2010 Mr. H.N. Thakore a/w Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates for Applicant. MINUTES OF THE ORDER UPON the application of A and J Heat Transfer Systems Private Limited, the Applicant abovenamed by Summons for Direction AND UPON hearing Mr. Naser Ali Rizvi, Advocate for the Company and upon reading the Affidavit dated 16th February, 2010 of Mr. Satish Khadke, Director of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED, Transferor Company with SHARPLEX FILTERS (INDIA) PRIVATE LIMITED, the Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferor Company, which are annexed as Exhibits ‘D - 1 and D - 2 ’ to the Affidavit – in – Support of the Summons for directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraphs 29 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured Creditors does not arise. 2 3. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED, Transferor Company with SHARPLEX FILTERS (INDIA) PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 30 of the Affidavit – in – Support of the Summons for Direction and in view of the consents given by 2 out of 9 Unsecured Creditors of the Applicant Company, which are annexed as Exhibits ‘E-1’ and ‘E - 2’ to the Affidavit – in – Support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted. (S. J Kathawalla J.) 3