IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.587 OF 2009 In the matter of the 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 Arpanna Automotive Private Limited (‘the Transferor Company’) with Arpanna Motors Private Limited (‘the Transferee Company’) and their respective Shareholders and Creditors ARPANNA AUTOMOTIVE PRIVATE LIMITED a Company incorporated under the Companies Act, 1956 having its registered office at Plot No. B-27, Wagle Estate, Main Road, Opp Telephone Exchange, Thane (West), Thane 400 604. ) ) ) ) ) ) ……………… Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar, J. Date: 8th May, 2009. Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 28th day of April, 2009 of Mr. Himanshu Sheth, Officer Legal 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 Arpanna Automotive Private Limited, the Applicant /Transferor Company to consider, and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of Arpanna Automotive Private Limited, the Applicant /Transferor Company with Arpanna Motors Private Limited, Transferee Company, and their respective Shareholders and Creditors, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘H1’ to ‘H2’ to the Affidavit in support of the Summons for Directions. 2) THAT convening and holding the meeting of the Secured Creditors of the Applicant Company to consider, and if thought fit, approve, 2 with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of Arpanna Automotive Private Limited, the Applicant /Transferor Company with Arpanna Motors Private Limited, Transferee Company, and their respective Shareholders and Creditors, is dispensed with in view of the averments made in paragraph 18 of the Affidavit, in support of the Summons for Directions. The Applicant Company undertakes to serve notice of the hearing of the Petition upon all its Secured Creditors by R.P.A.D and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi circulated in Mumbai. The undertaking is accepted. 3) THAT convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider, and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of Arpanna Automotive Private Limited, the Applicant /Transferor Company with Arpanna Motors Private Limited, Transferee Company, and their respective Shareholders and Creditors, is dispensed with in view of the averments made in paragraph 19 of the Affidavit, in support of the Summons for Directions. The Applicant Company undertakes to serve notice of the hearing of the Petition upon all its Unsecured 3 Creditors by R.P.A.D and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi circulated in Mumbai. The undertaking is accepted. 4) That the requirement of filing of separate Application and Petition u/s 391 to 394 of the Companies Act, 1956, by the Transferee Company is dispensed with in view of the averments made in paragraphs 15 and 16 of the Affidavit, in support of the Summons for Directions. Company Judge 4