IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 239 OF 2010. In the Matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation of Parker Markwel Industries Private Limited into Parker- Hannifin India Private Limited. Parker Markwel Industries Private Limited, ) a company incorporated under the ) Companies Act, 1956, having its Registered ) Office at Plot EL 26, MIDC, TTC Industrial ) Area, Mahape, Navi Mumbai – 400 709. ) …Applicant Company Called Summons for Direction Coram :- S. J. Kathawalla , J. Dated :- 9th April, 2010 Mr. Pratul Gandhi with Mr. Wajid I. Shaikh ; i/b Ashok Pratap & Co. , Advocate for Applicant. MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr. Pratul Gandhi with Mr. Wajid I. Shaikh ; i/b Ashok Pratap & Co. , Advocates for the Applicant AND UPON READING the Affidavit dated 20th March, 2010 of Pranav Ramparia, Authorised Signatory of the Applicant Company in support of Summons for Direction and the exhibits therein referred to, IT IS ORDERED THAT: 1) The convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Parker Markwel Industries Private Limited into Parker-Hannifin India Private Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C-1” and “C-2” to the Affidavit in Support of Summons for Direction. 2) There are no Secured Creditors of the Applicant Company as mentioned in paragraph No. 19 (b) of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) The convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement/Amalgamation between Parker Markwel Industries Private Limited into Parker-Hannifin India Private Limited is dispensed with in view of the averments made in paragraph No. 19 (c) of the Affidavit in Support of Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in one issue each of Free Press Journal in the English language and Maharashtra Times in Marathi language circulating in Navi Mumbai. The said undertaking is accepted. ( S. J. Kathawalla, J. )