- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.235 OF 2009 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation amongst Kay Iron Works (Satara-Maharashtra) Private Limited, the Amalgamating / Transferor Company and Kay Bouvet Engineering Private Limited (Amalgamated / Transferee Company) and their respective shareholders. Kay Iron Works (Satara-Maharashtra) Private Limited, } a Company incorporated under the provisions of Companies } Act, 1956 having its registered office at B-54, M.I.D.C Area, } Satara 415004 }….Applicant Company CORAM: S. J. VAZIFDAR J DATE: 27th February 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: a) That the convening and holding of the meeting of the members holding Equity Shares of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation amongst Kay Iron Works (Satara-Maharashtra) Private Limited, the Applicant/Amalgamating Company and Kay Bouvet Engineering Private Limited, ( Amalgamated/Transferee Company and their respective shareholders is dispensed with in view of consents given by all the equity shareholders of the Applicant Company, as per their letters of consents - 2 - annexed as Exhibit C1 to C6 to the affidavit dated 18th day of February , 2009 of Mr. Sham Atmaram Mulye, Authorised Signatory of the Applicant Company in support of the Summons for Directions. b) That the convening and holding of the meeting 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 Scheme of Amalgamation amongst Kay Iron Works (Satara-Maharashtra) Private Limited, the Applicant/ Amalgamating Company and Kay Bouvet Engineering Private Limited (Amalgamated / Transferee Company) and their respective shareholders is dispensed with in view of avernments made in paragraph twenty one of the affidavit dated this 18th day of February , 2009 of Mr. Sham Atmaram Mulye, Authorised Signatory of the Applicant Company in support of the Summons for Directions. Applicant Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Secured and Unsecured Creditors. The said undertaking is accepted. Sd/- (S. J. VAZIFDAR.J)