IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRCTIONS NO. 199 OF 2010 In the matter of Section 391 & 394 of the Companies Act, 1956 And In the matter of the Poona Stud Farm Private Limited And In the matter of Scheme of Amalgamation between Astonish Stud Private Limited and The Poona Stud Farm Private Limited The Poona Stud farm Private Limited, a Company } Incorporated under the provisions of the } Companies Act, 1956 having its registered office } at 212/2, Off Soli Poonawalla Road, Hadapsar, } Pune 411 028 }…Applicant Company Called for Summons for Direction Coram : S. J. Kathawalla J. Dated : 26th March 2010 Mr. Rahul A. Risbud Advocate for Applicant. MINUTES OF ORDER UPON the Application of the above-named Applicant Company by Summons for Direction, AND UPON hearing Shri Rahul A. Risbud, Advocate for the Applicant Company, AND UPON reading the affidavit dated 26th February 2010 of Mr. Kelly Kotwal, Director of the 1 Applicant Company in support of the Summons for Direction, and the exhibits therein referred to, IT IS ORDERED: (1) That the convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Astonish Stud Private Limited and The Poona Stud Farm Private Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits H-1 and H-2 to the Affidavit in Support of Summons for Direction. (2) That the convening and holding the meeting of 6 % Redeemable Non Cumulative Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Astonish Stud Private Limited and The Poona Stud Farm Private Limited, is dispensed with in view of the consent given by the sole 6 % Redeemable Non Cumulative Preference Shareholder of the Applicant Company which is annexed as Exhibit I-1 to the Affidavit in Support of Summons for Direction. (3) That there are no Secured Creditors of the Applicant Company as mentioned in paragraph No. 24 of the Affidavit in Support of Summons for Direction; hence the question of convening and holding the meeting of Secured Creditors does not arise. (4) That the convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Astonish Stud Private Limited and The Poona Stud Farm Private Limited, is dispensed with in view of the consents given by all the Unsecured Creditors which are annexed as Exhibits J-1 to J-15 to the Affidavit in Support of Summons for Direction. The 2 Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to its those Unsecured Creditors whose consent letters are under office objection. The said undertaking is accepted. (S. J. Kathawalla J.) 3