IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.567 OF 2009 In the matter of the Companies Act, 1956; AND In the matter of Sections 391 and 394 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement involving : i. Demerger of a division of Sterling Investment Corporation Private Limited and vesting it in Shapoorji Pallonji & Company Limited. ii. Amalgamation of Shapoorji Pallonji & Company (Rajkot) Private Limited with Sterling Investment Corporation Private Limited. iii. Amalgamation of Shapoorji & Company (Rajkot) Private Limited with Cyrus Investments Limited. iv. Demerger of specified assets and liabilities of Sterling Investment Corporation Private Limited and of Cyrus Investments Limited and vesting in Shapoorji Pallonji & Company Limited. All the said Companies (other than Cyrus Investments Ltd.) having their Registered Office at 70, Nagindas Master Road, Fort, Mumbai 400 023 and the said Cyrus Investments Ltd. having its Registered Office at Esplanade House, Hazarimal Somani Marg, Fort, Mumbai 400 001. Shapoorji Pallonji & Company Limited ) a company registered under the provisions of the ) Indian Companies Act, 1913 and having its ) Registered Office at 70, Nagindas Master Road, ) 1 Fort, Mumbai 400 023. ) …… Applicants Called Summons fore Direction Coram: A. M. Khanwilkar J Date : 8th May, 2009. Mr. D. D. Madon Sr. Advocate a/w Mr. Cyrus Ardheshir i/b Vigil Juris for Applicant MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. D. D. Madon Sr. Advocate a/w Mr. Cyrus Ardheshir i/b Vigil Juris for Applicant and UPON reading the Affidavit dated 7th March, 2009 of MR. Firoze Kevshah Bhathena, Director for Applicant Company in Support of Summons forDirection and the Exhibits therein reffered to, IT IS ORDERED 1. That the Convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit approving, with or without modification , the proposed composite Scheme of Arrangement including De-merger and Amalgamation between Shapoorji Pallonji & Company Limited and Sterling Investment Corporation Private Limited and Cyrus Investments Limited and Shapoorji Pallonji & Company (Rajkot) Private Limited and Shapoorji & Company 2 (Rajkot) Private Limited their respective shareholders is dispensed with in view of the Consents in writing given by all the Equity Shareholders of the Applicant Company which are annxed as Exhibits Q to W to the affidavit in support of Summons of Direction. 2. That the Convening and holding the meeting of the Preference Shareholders of the Applicant Company, for the purpose of considering, and if thought fit approving, with or without modification, the proposed composite Scheme of Arrangement including De-merger and Amalgamation between Shapoorji Pallonji & Company Limited and Sterling Investment Corporation Private Limited and Cyrus Investments Limited and Shapoorji Pallonji & Company (Rajkot) Private Limited and Shapoorji & Company (Rajkot) Private Limited their respective shareholders is dispensed with in view of the Consents in writing given by all the Preference Shareholders of the Applicant Company which are annexed as Exhibits Q and R to the affidavit in support of Summons of Direction. 3. That the Convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering, and if thought fit approving, with or without modification, the proposed composite Scheme of Arrangement including De-merger and Amalgamation between Shapoorji Pallonji & Company Limited and Sterling Investment Corporation Private Limited and Cyrus Investments Limited and Shapoorji Pallonji & Company 3 (Rajkot) Private Limited and Shapoorji & Company (Rajkot) Private Limited their respective shareholders is dispensed with in view of the Consents in writing given by all the Secured Creditors of the Applicant Company which are annexed as Exhibits X to HH to the affidavit in support of Summons of Direction. 4. That the Convening and holding the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit approving, with or without modification , the proposed composite Scheme of Arrangement including De-merger and Amalgamation between Shapoorji Pallonji & Company Limited and Sterling Investment Corporation Private Limited and Cyrus Investments Limited and Shapoorji Pallonji & Company (Rajkot) Private Limited and Shapoorji & Company (Rajkot) Private Limited Arrangement is dispensed with in view of the Consent in writing given by one of the Unsecured Creditors of the Applicant Company in View of the averments made in paragraph No.32A of the Affidavit in Support of Summons for Direction. The Applicant undertaken to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The undertaking be accepted. 5. In view of dispensation with the meetings of Equity shareholders, Preference Shareholders, Secured Creditors and Unsecured Creditors of the 4 Applicant Company, the publication of advertisement in newspapers for convening meetings of the Equity Shareholders, Preference Shareholders and Unsecured Creditors is also dispensed with. Company Judge 5