IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 588 OF 2011. 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 SEVEN STAR ENGINEERING PRIVATE LIMITED WITH SHAREEN AUTO PRIVATE LIMITED SEVEN STAR ENGINEERING PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at Plot No 117/ A, M I D C Estate No 16, Satpur, Nashik– 422007. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 23rd September, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 12th day of September, 2011 of Mr. N. S. Asnani, the Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1 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 SEVEN STAR ENGINEERING PRIVATE LIMITED, The Applicant/The Transferor Company, with SHAREEN AUTO PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” and “G-2” to the affidavit in support of the Summons for Direction. 2. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation of SEVEN STAR ENGINEERING PRIVATE LIMITED, The Applicant/ The Transferor Company with SHAREEN AUTO PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averment made in paragraph 15 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Secured Creditors and also to publish the same in ‘Free Press Journal’ in English and ‘Desh Dhoot’ in Marathi, both having circulation in Nashik. 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 SEVEN STAR ENGINEERING PRIVATE LIMITED, The Applicant/ The Transferor Company with SHAREEN AUTO PRIVATE LIMITED, the Transferee Company is dispensed with in view of the 2 averment made in paragraph 16 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in ‘Free Press Journal’ in English and ‘Desh Dhoot’ in Marathi, both having circulation in Nashik. The said undertaking is accepted 4. That the filing of the Application/Petition by Shareen Auto Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 17 and 18 of the Affidavit in support of the Summons for Direction. (S. C. Dharmadhikari, J) 3