IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1485 OF 2008 IN THE MATTER OF THE COMPANIES ACT, 1956; A N D IN THE MATTER OF SECTION 391 & 394 OF THE COMPANIES ACT, 1956; A N D IN THE MATTER OF SPRINGSTEEN ENGINEERING (INDIA) PRIVATE LIMITED A N D IN THE MATTER OF SCHEME OF AMALGAMATION OF AIRSHOT ENGINEERING (INDIA) PRIVATE LIMITED AND POPUP PROPERTIES AND INVESTMENTS PRIVATE LIMITED AND VOYAGE ENGINEERING (INDIA) PRIVATE LIMITED AND SRINGSTEEN ENGINEERING (INDIA) PRIVATE LIMITED AND DAEHUNG INDIA ELECTRONICS LIMITED W I T H GAJANAN ELECTRONICS & SUPPLY PRIVATE LIMITED SPRINGSTEEN ENGINEERING (INDIA ) PRIVATE LIMITED ) a Company duly registered under the ) Companies Act, 1956 and having its ) Registered Office at Auto Cars Compound ) Adalat Road, Aurangabad – 431 005 ) ...APPLICANT Called Summons For Direction Coram: A. M. KHANWILKAR J Date : 24 th OCTOBER, 2008 1 Mr. Nimish Pandya i/b Pandya & Co for Applicant MINUTES OF ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING MR NIMISH PANDYA i/b PANDYA & CO, advocate for the Applicant Company AND UPON READING the affidavit dated 3rd October, 2008 of Ashok Babu Shetty, Authorised Signatory of the Applicant Company in support of the Summons for Direction, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant company is dispensed with in view of the consent letters received from all the Equity Shareholders, which are annexed as Exhibits “F-1 to F-5“ to the affidavit dated 3rd October, 2008 of Shri Ashok Shetty, Authorised Signatory of the Applicant Company, in support of the Summons For Direction, approving with or without modification the Scheme of Amalgamation of AIRSHOT ENGINEERING (INDIA) PRIVATE LIMITED AND POPUP PROPERTIES AND INVESTMENTS PRIVATE LIMITED AND VOYAGE ENGINEERING (INDIA) PRIVATE LIMITED AND SPRINGSTEEN ENGINEERING (INDIA) PRIVATE LIMITED AND DAEHUNG INDIA ELECTRONICS LIMITED WITH GAJANAN ELECTRONICS & SUPPLY PRIVATE LIMITED (the Transferee Company) . 2 2. That convening and holding of the meeting of the Unsecured Creditors of the Applicant company is dispensed with in view of the consent letters received from all the Unsecured Creditors , which are annexed as Exhibits “H-1 to H-9” to the affidavit dated 3rd October, 2008 of Shri Ashok Shetty, Authorised Signatory of the Applicant Company, in support of the Summons For Direction, approving with or without modification the Scheme of Amalgamation of AIRSHOT ENGINEERING (INDIA) PRIVATE LIMITED AND POPUP PROPERTIES AND INVESTMENTS PRIVATE LIMITED AND VOYAGE ENGINEERING (INDIA) PRIVATE LIMITED AND SPRINGSTEEN ENGINEERING (INDIA) PRIVATE LIMITED AND DAEHUNG INDIA ELECTRONICS LIMITED WITH GAJANAN ELECTRONICS & SUPPLY PRIVATE LIMITED (the Transferee Company) . 3. There are no Preference shareholders and Secured Creditors of the Applicant Company as mentioned in Paragraph Nos.26 and 27 of the Affidavit in Support of Summons for Direction. Hence the question of convening and holding the meetings of Preference Shareholders and Secured Creditors does not arise. COMPANY JUDGE 3