1 THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMOMNS FOR DIRECTION NO. 260 OF 2010 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 Amalgamation between Vintrol India Limited and Virgo Valves & Controls Limited., and their respective Shareholders and creditors Virgo Valves & Controls Limited., } a Company incorporated under the } Companies Act, 1956 and having its } Registered office at 7 B, 3rd Floor, } Sambhava Chambers, Sir P. M. Road, } Fort, Mumbai – 400 001, } … Applicant Company Called for Summons for Direction Coram : S. J. KATHAWALLA, J. Date : 16th April, 2010. Mr. Roop M. Vasudeo for Applicant 2 MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions and UPON HEARING Mr. Roop M. Vasudeo, Advocate for Applicant Company, AND UPON READING the Affidavit dated 7th March, 2010 of Aprajita Kapil. Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of Equity Shareholders of Virgo Valves & Controls Limited., the “Applicant/Transferee Company” to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation between Vintrol India Limited, the Transferor Company with Virgo Valves & Controls Limited., “the Transferee Company” is dispensed with, in view of the consents given by all the Equity Shareholders of the Applicant 3 Company, which are annexed as Exhibits “G 1 to “G 7” to the Affidavit in support of Summons for Direction. 2) That convening and holding of the meeting of the Secured Creditors of Virgo Valves & Controls Limited, the “Applicant Company” / the Transferee Company” to consider and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation between Vintrol India Limited and Virgo Valves & Controls Limited “the Resulting / Transferee Company” and their respective Shareholders and creditors, is dispensed with view of the consent given by all the Secured Creditors of the Applicant Company which are annexed as Exhibits “ I 1” to “I 3” to the Affidavit in support of Summons for Direction. 3) There are no Unsecured Creditors of the Applicant Company as mentioned in paragraph 4 17 of the Affidavit in Support of the summons for Direction. Hence the question of convening and holding the meeting of Unsecured Creditors does not arise. (S. J. KATHAWALLA, J)