IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.15 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 Jyoti Stampings and Assemblies Pvt. Ltd., and Jyoti Toolings and Press Components Pvt. Ltd., and their respective Shareholders and creditors Jyoti Stampings and Assemblies } Private Limited, } a Company incorporated under the } Companies Act, 1956 and having its} Registered office at GAT NO.276, } OLD SURVEY NO.146, MOSHI, } TALUKA HAVELI, MOSHI, } PUNE – 412105, Maharashtra } … Applicant Company 1 Called for Summons for Direction Coram : S. J. KATHAWALLA, J. Date : 8th January, 2010. Mr. Roop M. Vasudeo for Applicant 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 1st January, 2010 of Nithianand Karuppiah Thevar, 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 Jyoti Stampings and Assemblies Pvt. Ltd., the “Applicant Company” to consider and approve the proposed Arrangement embodied 2 in the Scheme of Amalgamation between Jyoti Stampings and Assemblies Pvt. Ltd., the Transferor Company with Jyoti Toolings and Press Components Pvt. Ltd., “the Transferee Company” is dispensed with, in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “D 1” , “D 2” & “D3” to the Affidavit in support of Summons for Direction. 2) That convening and holding of the meeting of the Secured Creditors of Jyoti Stampings and Assemblies Pvt. Ltd., the “Applicant Company” / the Transferor Company” to consider and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation between Jyoti Stampings and Assemblies Pvt. Ltd., and Jyoti Toolings and Press Components Pvt. Ltd., “the Resulting / Transferee Company” 3 and their respective Shareholders and creditors, is dispensed with view of the consent given by the sole Secured Creditor of the Applicant Company which is annexed as Exhibit “F” to the Affidavit in support of Summons for Direction. 3) That convening and holding of the meeting of the Unsecured Creditors of Jyoti Stampings and Assemblies Pvt. Ltd., the “Applicant Company” / the Transferor Company” to consider and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation between Jyoti Stampings and Assemblies Pvt. Ltd., and Jyoti Toolings and Press Components Pvt. Ltd., “the Resulting / the Transferee Company” and their respective Shareholders and creditors, is dispensed with in view of the 4 averment in para 17 of the Affidavit in support of the support of Summons for Direction. 4) The Applicant Company undertakes to give individual notice of date of hearing of Petition by Registered Post A.D. to its all Unsecured Creditors and also to publish the same in “Indian Express” in English and “Loksatta” in Marathi both having circulation in Pune. The said Undertaking is accepted. (S. J. KATHAWALLA, J) 5