1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.532 OF 2009 In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Arrangement between KIRLOSKAR OIL ENGINES LIMITED AND KIRLOSKAR ENGINES INDIA LIMITED KIRLOSKAR ENGINES INDIA LIMITED, a Company) incorporated under the Companies Act, 1956 ) having its Registered Office at Laxmanrao ) Kirloskar Road, Khadki, Pune 411 003 ) …… APPLICANT. Called Summons for Direction 2 CORAM : S.C.Dharmadhikari J DATE : 24th April, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant Company MINUTES OF ORDER Upon the application of the Applicant above named by a Summons for Directions AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co for the Applicant Company, AND UPON reading the Affidavit dated 22nd April, 2009 of Ms. Aditi Chirmule, Authorised Signatory of the Applicant Company in support of Summon for Directions and the Exhibits referred to therein, IT IS ORDERED: 1. That convening and holding of the meeting of Equity Shareholders of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Kirloskar Oil Engines Limited, the Demerged Company and Kirloskar Engines India Limited, the Applicant/Resulting Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company annexed as Exhibit “C-1 to C-7” to the Affidavit in Support of Summons for Directions. 3 2. That there are no Secured Creditors of the Applicant Company as mentioned in paragraph 22 of the Affidavit in Support of Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding of the meeting of Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Kirloskar Oil Engines Limited, the Demerged Company and Kirloskar Engines India Limited, the Applicant/Resulting Company is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company which is annexed as Exhibit “D” to the Affidavit in Support of Summons for Directions COMPANY JUDGE