IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1648 OF 2008 Called Summons for Direction Coram : A. M. Khanwilkar J. Date : 12 th December, 2008 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 Fullerton Enterprises Private Limited (‘the Transferor Company’) with Fullerton India Credit Company Limited (‘the Transferee Company’) and their Respective Shareholders. FULLERTON INDIA CREDIT COMPANY LIMITED , a company incorporated under Companies Act, 1956 and having its registered office at Building No. 11, Second Floor, Solitaire Corporate Park, Andheri Ghatkopar Link Road, Chakala, Andheri (East), Mumbai - 400093. ) ) ) ) ) ) ) … Applicant Company Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed 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 2nd day of December, 2008 of Mr. Ajay Malhotra, Executive Vice President and Company Secretary, and Ms. Katarzyna Jozefowicz, Chief Financial Officer the Joint Authorised Signatories 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 Fullerton India Credit Company Limited, the Applicant / Transferee Company to consider, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of Fullerton Enterprises Private Limited, the Transferor Company with Fullerton India Credit Company Limited, the Transferee Company and their Respective Shareholders , is dispensed with in view of the consents given by 7 (Seven) Equity Shareholders of the Applicant Company holding 1,11,54,40,750 (One Hundred and Eleven Crores Fifty Four Lacs Forty Thousand Seven Hundred and Fifty) equity shares representing 99.99996% of the Subscribed and Paid – up Equity Share Capital and aggregating to 87.5% of the total number of equity shareholders of the Applicant Company, which are annexed as Exhibits H1 to H7 to the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition upon a remaining shareholder holding 500 (Five Hundred) equity shares representing 0.00004% of the Subscribed and Paid – up Equity Share Capital and aggregating to 12.5% of the total number of equity shareholders of the Applicant Company by Registered Post A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi circulated in Mumbai. The undertaking is accepted. 2. The convening and holding of the meeting of the Secured Creditors of Fullerton India Credit Company Limited, the Applicant / Transferee Company, for considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company and their Respective Shareholders, is dispensed with in view of the averments made in paragraph 16 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition upon all its Secured Creditors by Registered Post A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi circulated in Mumbai. The undertaking is accepted. 3. The convening and holding of the meeting of the Unsecured Creditors of Fullerton India Credit Company Limited, the Applicant / Transferee Company, for considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company and their Respective Shareholders, is dispensed with in view of the averments made in paragraph 17 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition upon all its Unsecured Creditors by Registered Post A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi circulated in Mumbai. The undertaking is accepted. Company Judge