1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 238 OF 2010 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 Composite Scheme of Arrangement and Amalgamation BETWEEN Jayneer Capital Private Limited AND Essel Champs Private Limited AND ICL Superstars Sports Private Limited AND ICL Giants Sports Private Limited AND Premier Finance and Trading Company Limited AND Churu Trading Company Private Limited AND Prajatma Trading Company Private Limited AND their respective shareholders and creditors PRAJATMA TRADING COMPANY PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018 ) ) ) ) ) ) ……..Applicant Company Called Summons for Directions Coram: S. J. Kathawalla J. Date: 9th day of April, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th day 2 of March, 2010 of Mr. Naresh Dhoundiyal, Authorised Signatory of the Applicant Company, in support of Company Summons for Directions, IT IS ORDERED: 1. That the convening and holding of the meeting of the Equity Shareholders of PRAJATMA TRADING COMPANY PRIVATE LIMITED, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Composite Scheme of Arrangement and Amalgamation between Jayneer Capital Private Limited and Essel Champs Private Limited, the First Transferor Company and ICL Superstars Sports Private Limited, the Second Transferor Company and ICL Giants Sports Private Limited, the Third Transferor Company and Premier Finance and Trading Company Limited, the First Transferee Company and Churu Trading Company Private Limited, the Second Transferee Company and Prajatma Trading Company Private Limited, the Applicant /Third Transferee Company and their respective shareholders and creditors, be dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H1” to “H4” to the Affidavit in support of the Company Summons for Directions. 2. That convening and holding the meeting of the Secured Creditors of Prajatma Trading Company Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Composite Scheme of Arrangement and Amalgamation between Jayneer Capital Private Limited, and Essel Champs Private Limited, the First Transferor Company and ICL Superstars Sports Private Limited, the Second Transferor Company and ICL Giants Sports Private Limited, the Third Transferor Company and Premier Finance and Trading Company Limited, the First Transferee Company and Churu Trading Company Private Limited, the Second Transferee Company and Prajatma Trading Company Private Limited, the Applicant/Third Transferee Company and their respective shareholders and creditors is dispensed with in view of the averment made in paragraph forty one of the affidavit in support of the Company Summons 3 for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Secured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. 3. That convening and holding the meeting of the Unsecured Creditors of Premier Finance and Trading Company Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Composite Scheme of Arrangement and Amalgamation between Jayneer Capital Private Limited and Essel Champs Private Limited, the First Transferor Company and ICL Superstars Sports Private Limited, the Second Transferor Company, and ICL Giants Sports Private Limited, the Third Transferor Company, and Premier Finance and Trading Company Limited, the First Transferee Company and Churu Trading Company Private Limited, the Second Transferee Company and Prajatma Trading Company Private Limited, the Applicant/Third Transferee Company and their respective shareholders and creditors is dispensed with in view of the averment made in paragraph forty two of the affidavit in support of the Company Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. (S.J. KATHAWALLA J)