IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.962 OF 2009 In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation of JCB Manufacturing Limited with JCB India Limited. JCB Manufacturing Limited ) a Company incorporated under the provisions of the ) Companies Act, 1956 and having its Registered Office ) at Talegaon Floriculture and Industrial Park, Village ) Ambi, Navlakh Umbhre, Tal Malav, Talegaon Dabhade) District Pune – 410507, Maharashtra ) … Applicant Called Out Summons For Directions CORAM: S. J. KATHAWALLA J DATE : 18th September 2009 Mayur Khandeparkar i/b Madekar and Company for the Applicant MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mayur Khandeparkar instructed by 1 Madekar and Company, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th day of September 2009 of Mr. S. Ramaswamy, Director of the Applicant Company, in Support of the Summons for Directions IT IS ORDERED :- 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Scheme of Amalgamation between the Applicant Company and JCB India Limited, the Transferee Company is hereby dispensed with in view of the fact that all the Equity Shareholders of the Applicant Company have given their consent in writing to the proposed Scheme of Amalgamation by their letters, the originals whereof are annexed as Exhibits - “G-1” to “G –7” to the Affidavit in support of the Summons for Directions. 2. That convening and holding of the meeting of the Preference Shareholders of the Applicant Company, to consider and approve the proposed Scheme of Amalgamation between the Applicant Company and JCB India Limited, the Transferee Company is hereby dispensed with as the entire Preference share capital of the Applicant Company is held by the Transferee Company and it has given its consent in writing to the proposed Scheme of Amalgamation by its letter, the original 2 whereof is annexed as Exhibit - “I” to the Affidavit in support of the Summons for Directions. 3. There are no Secured or Unsecured Creditors of the Applicant Company as mentioned in paragraph 18 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. 4. That the convening and holding of the meeting of the Sundry Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between the Applicant Company and the Applicant Company is hereby dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Directions. 5. The Applicant Company undertakes to serve individual notice by R.P.A.D. on all its Sundry Creditors about the date of the hearing of the Petition. The said undertaking is accepted. COMPANY JUDGE 3