IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.154 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 of Arrangement between Aurangabad Motor Manufacturers Limited (‘AMML’ or ‘the Demerged Company’) and Aurangabad Electricals Limited (‘AEL’ or ‘the Resulting Company’) and their respective Shareholders and Creditors AURANGABAD ELECTRICALS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Plot No. B-7, MIDC Chakan, Village Mahalunge, Taluka – Khed, Pune – 410 501 ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S.J Kathawalla, J Date: 26th February, 2010 1 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th day of February, 2010 of Mr. Jaydeep Soni, Asst. Manager (F & A) of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That the convening and holding of the meeting of the Equity Shareholders of Aurangabad Electricals Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Arrangement between Aurangabad Motor Manufacturers Limited, the Demerged Company and Aurangabad Electricals Limited, the Resulting Company and their respective Shareholders and Creditors is dispensed with in view of the consent given by all the Equity Shareholders of 2 the Applicant Company, which are annexed as Exhibit’s J- 2 to J-8 and J-10 to J-11 to the affidavit in support of summons for direction. Further, one of the shareholders is a deceased shareholder and thus his consent could not be obtained. The Company undertakes to serve individual notice to all the legal heirs of the said deceased shareholder. The undertaking is accepted. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Aurangabad Motor Manufacturers Limited, the Demerged Company and Aurangabad Electricals Limited, the Resulting Company and their respective Shareholders and Creditors, is dispensed with in view of the averment made in paragraph 16 of the affidavit in support of the Summons for Directions and in view of the undertaking given by the Applicant Company in the said paragraph to serve individual notice of the hearing of the Petition by R.P.A.D upon all its Secured Creditors and also to publish the same 3 in Sakaal Times, in English and Kesari, in Marathi circulated in Pune. The said undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Aurangabad Motor Manufacturers Limited, the Demerged Company and Aurangabad Electricals Limited, the Resulting Company and their respective Shareholders and Creditors, is dispensed with in view of the averment made in paragraph 17 of the affidavit in support of the Summons for Directions and in view of the undertaking given by the Applicant Company in the said paragraph to serve individual notice of the hearing of the Petition by R.P.A.D to upon all its Unsecured Creditors and also to publish the same in Sakaal Times, in English and Kesari, in Marathi circulated in Pune. The said undertaking is accepted. ( S. J. Kathawalla, J) 4