IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.605 OF 2009. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of KARLA ENGINE COMPONENTS LIMITED, the First Transferor Company and PERFECT ENGINE COMPONENTS PRIVATE LIMITED, the Second Transferor Company with PERFECT ENGINEERING PRODUCTS LIMITED, the Transferee Company KARLA ENGINE COMPONENTS LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 31, Golden Beach Co- Op Housing Society, Ruia Park, Juhu, Mumbai- 400 049. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: A. M. Khanwilkar, J Date: 8th May, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER IT IS ORDERED:- UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 4th day of May, 2009 of Ms. Prabha Vadlamannati, Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of KARLA ENGINE COMPONENTS LIMITED, the Applicant / First Transferor Company and PERFECT ENGINE COMPONENTS PRIVATE LIMITED, the Second Transferor Company with PERFECT ENGINEERING PRODUCTS LIMITED, the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibits “B-1” to “B-7” to the affidavit in support of the Summons for Direction. 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 Amalgamation of KARLA ENGINE COMPONENTS LIMITED, the Applicant / First Transferor Company and PERFECT ENGINE COMPONENTS PRIVATE LIMITED, the Second Transferor Company with PERFECT ENGINEERING PRODUCTS LIMITED, the Transferee Company is dispensed with in view of the averment made in paragraph 20 of the affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of the hearing of the Petition by Registered Post A.D. to its sole Secured Creditor. The said undertaking is accepted. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of KARLA ENGINE COMPONENTS LIMITED, the Applicant / First Transferor Company and PERFECT ENGINE COMPONENTS PRIVATE LIMITED, the Second Transferor Company with PERFECT ENGINEERING PRODUCTS LIMITED, the Transferee Company is dispensed with in view of the averment made in paragraph 21 of the Affidavit in support of the Summons for Directions. The Applicant 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 Free Press Journal, in English and Maharashtra Times, in Marathi. The said undertaking is accepted. COMPANY JUDGE