1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 773 OF 2011 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 Arrangement BETWEEN NRB Bearings Limited (the Demerged Company) AND NRB Industrial Bearings Limited (the Resulting Company” or “the Applicant Company) AND their respective shareholders and creditors NRB INDUSTRIAL BEARINGS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Dhannur, 15 P.M. Road, Fort, Mumbai - 400001. ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 16th December, 2011 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co. Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah 2 instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th December, 2011 of Mr. R. G. Mehendale, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of , the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between NRB Bearings Limited the Demerged Company and NRB Industrial Bearings Limited the Resulting 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 “H7” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured and Unsecured Creditors in the Applicant Company, as stated in paragraph 12 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding of the meetings of Secured and Unsecured Creditors does not arise. 3. That the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of the Summons for Direction stating that the reduction of the Share Capital shall be effected as an integral part of the Scheme and that the same does 3 not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that it also does not involve any compromise or arrangement with any creditors of the Applicant Company. The Applicant Company undertakes to convene and hold an Extraordinary General Meeting of its Equity Shareholders under Section 100 of the Companies Act, 1956 for passing a Special Resolution for the proposed reduction, before filing the Company Scheme Petition and to annex a copy of the Special Resolution to the said Petition. The said undertaking is accepted (S. C. Dharmadhikari, J.) ……………….