IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 968 OF 2009 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 Summit Securities Limited (“the First Transferor Company”) and Brabourne Enterprises Limited (“the Second Transferor Company”) and Octav Investments Limited (“the Third Transferor Company”) and CHI Investments Limited (“the Fourth Transferor Company”) and RPG Itochu Finance Limited (“the First Transferee Company”) and Instant Holdings Limited (“the Fifth Transferor Company”) and KEC Holdings Limited (“the Second Transferee Company”) and Their Respective Shareholders INSTANT HOLDINGS LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at CEAT Mahal, 463, Dr. Annie Besant Road, Worli, Mumbai – 400 030. ) ) ) ) ) ) ) ) ……. Applicant Company Called Summons for Direction Coram: S.J. Kathawalla J. Date: 18th September, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th day of September, 2009 of Ms. Shruti Joshi, Authorised 2 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 Instant Holdings Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Summit Securities Limited and Brabourne Enterprises Limited and Octav Investments Limited and CHI Investments Limited and RPG Itochu Finance Limited and Instant Holdings Limited and KEC holdings Limited and their Respective Shareholders is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company which are annexed as Exhibit ‘D1’ to ‘D7’ to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph (41) of the affidavit in support 3 of the summon for Directions, hence, the question of convening and holding of the meeting of secured creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Summit Securities Limited and Brabourne Enterprises Limited and Octav Investments Limited and CHI Investments Limited and RPG Itochu Finance Limited and Instant Holdings Limited and KEC Holdings Limited and their Respective Shareholders is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits ‘F1’ to ‘F9’ to the affidavit in support of the Summons for Directions. Company Judge 4