IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.405 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 Scheme of Amalgamation of LAXMI UDYOG COMPONENTS PRIVATE LIMITED WITH LAXMI AGNI COMPONENTS & FORGINGS PRIVATE LIMITED LAXMI AGNI COMPONENTS &FORGINGS PRIVATE ) LIMITED incorporated under the Companies Act, ) 1956 having its Registered Office at B-11- 12, MIDC ) Chikalthana, Aurangabad 431 210, Maharashtra ) ……… APPLICANT Called Summons for Direction CORAM: S. J. Vazifdar, J DATE : 3rd 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 31st March, 2009 of Mr. Abhayraj Kapoor, Director 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 Amalgamation of Laxmi Udyog Components Private Limited, the Transferor Company with Laxmi Agni Components & Forgings Private Limited, the Applicant/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 “F-1 to F-9” to the Affidavit in Support of Summons for Directions. 2. That convening and holding of the meeting of Secured Creditor of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Laxmi Udyog Components Private Limited, the Transferor Company with Laxmi Agni Components & Forgings Private Limited, the Applicant/ Transferee Company is dispensed with in view of averment made in paragraphs 17 and 22 of the Affidavit in Support of Summons for Directions. The Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D. to all its Secured Creditors. The said undertaking is accepted. 3. That convening and holding of the meeting of Unsecured Creditor of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without 2 modifications, the Scheme of Amalgamation of Laxmi Udyog Components Private Limited, the Transferor Company with Laxmi Agni Components & Forgings Private Limited, the Applicant/ Transferee Company is dispensed with in view of averment made in paragraphs 17 and 23 of the Affidavit in Support of Summons for Directions. The Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D. to all its Unecured Creditors. The said undertaking is accepted. COMPANY JUDGE 3