IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 32 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of PRUDENTIAL HOLDINGS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Sir Vithaldas Chambers, 16, Mumbai Samachar Marg, Mumbai- 400 001 AND In the matter of SCHEME OF AMALGAMATION BETWEEN ASSURED INVESTMENTS LIMITED (AIL) EARNEST HOLDINGS LIMITED (EHL) PRUDENTIAL HOLDINGS LIMITED (PHL) ARISTOCRAT INVESTMENTS LIMITED (ARIL) SUKTA INVESTMENT LIMITED (SIL) WESTERN HOLDINGS LIMITED (WHL) ……Transferor Companies And THE SIRDAR CARBONIC GAS COMPANY LIMITED (SCGCL) ……… Transferee Company PRUDENTIAL HOLDINGS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Sir Vithaldas Chambers, 16, Mumbai Samachar Marg, Mumbai- 400 001 ……Applicant / Third Transferor Company Called Summons for Direction Coram: S.J. Kathawalla J. Date : 15th January 2010 Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates for Applicant. MINUTES OF THE ORDER UPON the application of Prudential Holdings Limited, the Applicant above named by Summons for Direction AND UPON hearing Mr. Naser Ali Rizvi Advocate for the Company and upon reading the Affidavit of Mr. R. Prasad, Authorised Signatory dated this 6th day of January, 2010 in support of 2 Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation) IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / the Third Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation between Assured Investments Limited (AIL), Earnest Holdings Limited (EHL), Prudential Holdings Limited (PHL), Aristocrat Investments Limited (ARIL), Sukta Investment Limited (SIL) and Western Holdings Limited (WHL) with The Sirdar Carbonic Gas Company Limited (SCGCL), the Transferee Company is dispensed in view of the consents given by all the Equity annexed hereto and marked annexed as Exhibits ‘C-1 to C-7 ’ to the Affidavit – in – Support of the Summons for directions. 2. There are no Preference Shareholders or Secured Creditors of the Applicant Company, as mentioned in paragraphs 63 and 64 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. 3. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation between Assured Investments Limited (AIL), Earnest Holdings Limited (EHL), Prudential Holdings Limited (PHL), Aristocrat Investments Limited 3 (ARIL), Sukta Investment Limited (SIL) and Western Holdings Limited (WHL) with The Sirdar Carbonic Gas Company Limited (SCGCL), the Transferee Company is dispensed with in view of the averment’s made in paragraph 65 of the Affidavit – in – Support of the Summons for direction and in view of the consent as given by 1 out of 2 Unsecured Creditors of the Applicant Company representing 50% in number and 99.88 % in value of the total unsecured creditors, which are annexed as Exhibits ‘D’ to the Affidavit – in – Support of the Summons for directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining sole Unsecured Creditor whose consent is not obtained. The said Undertaking is accepted. 4. That in view of the averments made in paragraph 66 of the Affidavit in Support of Summons for Direction, the requirements of filing of the separate Application / Petition by The Sirdar Carbonic Gas Company Limited (SCGCL) the Transferee Company is dispensed with. (S.J. Kathawalla, J.) 4