1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 486 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement between Tridhaatu Estates Private Limited (“the Transferor Company 1”) AND Amerigo Holdings & Investment Private Limited (“the Transferor Company 2”) WITH S. H. Kelkar & Co. Private Limited, ( “the Transferee Company”) AND their Respective Shareholders S. H. KELKAR & CO. PRIVATE LIMITED } a company Incorporated under the Companies Act, 1956 } having its registered office at Devkaran Mansion, 36, } Mangaldas Road, Mumbai, Maharashtra. } …..Applicant Company 2 Called Summons for Direction Coram: S. J. KATHAWALLA, J DATE : 5th AUGUST 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th day of July, 2011 of Mrs. Deepti Chandratre, Company Secretary & Manager & Legal of the Applicant Company, in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Arrangement between Tridhaatu Estates Private Limited and Amerigo Holdings & Investment Private Limited, with S. H. Kelkar & Co. Private Limited and their respective Shareholders is dispensed with in view of consents given by all the Equity shareholders of the Applicant Company, which are 3 annexed as Exhibits “J1” to “J12” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding of the meeting of the Preference Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Arrangement between Tridhaatu Estates Private Limited and Amerigo Holdings & Investment Private Limited with S. H. Kelkar & Co. Private Limited, and their respective Shareholders is dispensed with in view of the consent given by sole Preference shareholder of the Applicant Company, which is annexed as Exhibit “J13” to the Affidavit in support of Company Summons for Direction. 3. That the convening and holding of the meeting of the Secured Creditor of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Tridhaatu Estates Private Limited and Amerigo Holdings & Investment Private Limited with S. H. Kelkar & Co. Private Limited and their respective Shareholders is dispensed with in view of consent given by the Sole Secured Creditor of the Applicant Company, 4 which is annexed as Exhibit “L” to the Affidavit in support of Company Summons for Direction. 4. That the 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(s), the proposed Scheme of Arrangement between Tridhaatu Estates Private Limited and Amerigo Holdings & Investment Private Limited with S. H. Kelkar & Co. Private Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph fifteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors and to publish the notices of hearing of the Petition in two local newspapers, viz., “Free Press Journal” in English language and “Maharashtra Times” in Marathi language, both circulated in Mumbai, The Undertaking is accepted (S.J. KATHAWALLA, J)