Minimax Finlease Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 253 OF 2016 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 Minimax Finlease Private Limited (The Transferor Company) With Poona Forge Private Limited (The Transferee Company) And Their respective shareholders Minimax Finlease Private Limited ) a company incorporated under ) the Companies Act, 1956 ) having its registered office at ) 8 Swastik Chambers, CST Road, )

Chembur, Mumbai 400071 ) Maharashtra, India ) ...Applicant Company Called for Summons for Directions for hearing Ms. Prachi Manekar a/w Mr. Anurag Mankar, Advocates for the Applicant Coram: B. P. Colabawalla, J.

Date: 15th April, 2016 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Ms. Prachi Manekar, Advocate for the Applicant Company AND UPON READING the Affidavit dated 23rd January, 2016 of Mr Anil Baburao Javlekar, Director of the Applicant Company, in support of Company Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:

1. That convening and holding 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 Amalgamation of Minimax Finlease Private Limited (The Transferor Company) with Poona Forge Private Limited (The Transferee Company) and their respective shareholders and creditors, is dispensed with in view of the consent given by all the 7 (Seven) Equity Shareholders of the Applicant Company, which are annexed as Exhibits C-1 to C-7 to the Affidavit in support of Company Summons for Direction.

2. That the question of convening and holding the meeting of Secured Creditors does not arise, since there are no Secured Creditors in the Applicant Company as stated in paragraph 14 of the Affidavit in support of the Company Summons for Directions.

3. That the convening and holding the meeting of the sole Unsecured Creditor of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Minimax Finlease Private Limited (The Transferor Company) with Poona Forge Private Limited (The Transferee Company) and their respective Shareholders, is dispensed with in view of the averment made in Paragraph 15 of the Affidavit of Mr. Anil Baburao Javalekar in support of the Company Summons for Directions inter alia stating that there is no arrangement and/or compromise with the Unsecured Creditors and their rights will not be affected by the proposed Scheme of Amalgamation and the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition by R.P.A.

D to all its Unsecured Creditors and also publish the same in two local daily newspapers viz 'Free Press Journal' in English language and translation thereof in 'Navshakti' in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. (B. P. Colabawalla, J.)

CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by: Shri. Shankar Gawde, Stenographer