1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1101 OF 2009 In the matter of 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 Desai Brothers Limited and Desai Foods Private Limited and Desons Finvest Private Limited and their respective shareholders Desai Foods Private Limited, a Company incorporated } Under the provisions of Companies act, 1956 having } Its office at Desai House, 177/2 Dhole Patil Road, } Pune – 411 001. } ..Applicant Company CORAM : S. J. KATHAWALLA J DATE: 16th OCTOBER 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th day of September , 2009 of Mr. Umesh Parekh, Authorized Signatory of the Applicant Company in support of Summons for Directions, 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 2 modification, the proposed Arrangement between Desai Brothers Limited, the Demerged Company and Desai Foods Private Limited, the Applicant Company and Desons Finvest Private Limited and their respective shareholders ( “Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘C1 to C3’ to the affidavit in support of the Summons for Directions. 2. That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Arrangement between Desai Brothers Limited, the Demerged Company and Desai Foods Private Limited, the Applicant Company and Desons Finvest Private Limited and their respective shareholders (“Scheme”) is dispensed with in consents given by all the Unsecured Creditors of the Applicant Company as per their letters of consents annexed as Exhibits D1 to D3 to the affidavit in support of Summons for Directions. 3. That there are no Secured Creditors in Desai Foods Private Limited, the Applicant Company as mentioned in paragraph twenty nine of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S. J. KATHAWALLA J)