IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.397 OF 2009 In the matter of companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act; And In the matter of Amalgamation of PRAGATI SPARES PRIVATE LIMITED (TRANSFEROR COMPANY), a Company incorporated under the provisions of the Companies Act, 1956, and having its Registered Office at A1/14, 502, Flower Valley, Khopat Thane - 400 601; WITH. RAJ TEK PRIVATE LIMITED (TRANSFEREE COMPANY), a Company incorporated under the provisions of the Companies Act, 1956 having its Registered Office at R-53, Rabale, MIDC, Navi Mumbai 400 701. Pragati Spares Private Limited ) A Company incorporated under the ) Provisions of the Companies Act, 1956 ) having its Registered Office at A1/14, ) 502, Flower Valley, Khopat ) Thane – 400601 )..Applicant (Transferor Company) Called Summons for Directions CORAM : S.J. Vazifdar, J DATE : 3rd April, 2009 Shri S. A. Bhagwat for Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON hearing Mr. Sandeep A. Bhagwat for Applicant AND UPON reading the Affidavit dated 18th March, 2009 of Shrikant Sudhirchandra Parui, Director of the Applicant Company, in support of Summons for Directions and the Exhibit thereon referred to, IT IS ORDERED :- 2 (1) THAT the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Pragati Spares Private Limited (Transferor Company) with Ras Tek Private Limited (Transferee Company) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “D” to “D-3” to the Affidavit in support of the Summons for Directions; (2) THAT the convening and holding of the meeting of the Secured Creditor of the Applicant Company to consider and approve the proposed Scheme of Arrangement Embodied in the Scheme of Amalgamation of Pragati Spares Private Limited (Transferor Company) with Ras Tek Private Limited (Transferee Company) is dispensed with in view of averments made in paragraph 16 to the Affidavit in support of Summons for Directions; (3) THAT the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider 3 and approve the proposed Scheme of Arrangement Embodied in the Scheme of Amalgamation of Pragati Spares Private Limited (Transferor Company) with Ras Tek Private Limited (Transferee Company) is dispensed with in view of averment made in paragraph 17 to the Affidavit in support of Summons for Directions. The Applicant undertaken to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The Undertaking is accepted; (4) In view of the above necessary publication of the Notice of proposed amalgamation in the Maharashtra Government Gazette be dispensed with; COMPANY JUDGE 4