1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 279 OF 2010 IN THE MATTER OF Companies Act, 956; AND IN THE MATTER OF Sections 391(1) of the Companies Act,1956 AND IN THE MATTER OF: Scheme of Amalgamation between M/S.ULTRA POWER EQUIPMENT PRIVATE LIMITED, their share holders & Debenture Holders for the amalgamation and transfer of business to M/S. Hamilton & Company Limited. M/S.ULTRA POWER EQUIPMENT } PRIVATE LIMITED,A company } Incorporated Under the companies } act,1956 and having it’s Registered } office at 909,Raheja Centre, } Nariman Point,Mumbai- 400 021 } Applicant/Transferor Company Called Summons for Direction Coram: S.J. KATHAWALLA , J. Dated: - 23RD APRIL, 2010 Mr. Mohan Kumar K., Advocate for the Applicant M I N U T E S O F O R D E R Upon the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING, Mr. Mohankumar K., Advocate for the Applicant AND UPON READING the Affidavit dated 15th March 2010 of Mr. Vishnu Bajaj, constituted Attorney of 2 the Applicant company, in support of the 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 M/S. Ultrapower Equipment Private Ltd and M/S. Hamilton & Company Ltd, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit G to the Affidavit in Support of Company Summons for Direction. 2) The convening and holding the meeting of the Debenture holders 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 M/S. Ultrapower Equipment Private Ltd and M/S. Hamilton & Company Ltd, is dispensed with in view of the consents given by the sole Debenture holder of the Applicant Company which is annexed as Exhibit – J to the Affidavit in Support of Company Summons for Direction. 3) There are no Secured and Unsecured Creditors of the Applicant Company as mentioned in paragraphs No. 14 and No. 15 of the Affidavit in Support of Company Summons for Direction, hence the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. ( S.J. KATHAWALLA , J.)