1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.647 OF 2009 In the matter of Companies Act, 1956 (1 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 Ace Gas Conversions Private Limited with Ace LPG Car Kits Private Limited and their respective shareholders Ace Gas Conversions Private Limited, ) a Company incorporated under the ) provisions of Companies Act, 1956 ) having its registered office at ) K. K. Compound, Western Express Highway, ) Dahisar Check-naka, Mumbai 400068, ) India. } ...Applicant Company Called for Summons for Directions Coram: A.M. Khanwilkar J Date : 18th day of June, 2009 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant 2 MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 25th day of May 2009 of Mr. Manoj C. Vithalani, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Ace Gas Conversions Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the pro- posed matter of Scheme of Amalgamation of Ace Gas Conversions Private Limited, the Transferor Company with Ace LPG Car Kits Private Limited, the Transferee Company and their respective share- holders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C11 to the affidavit in support of the Summons for Directions. 3 2. That convening and holding the meeting of the Unsecured Creditors of Ace Gas Conversions Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the pro- posed Scheme of Amalgamation of Ace Gas Conversions Private Limited, the Transferor Company with Ace LPG Car Kits Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph twenty one of the affidavit in support of Summons for Directions. Applic- ant Company undertakes to give individual notices to all its Unse- cured Creditors of the date of hearing of petition. The said Under- taking is accepted. 3. There are no Secured Creditors in the Applicant Company as men- tioned in paragraph twenty two of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. COMPANY JUDGE