IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.555 OF 2009 In the Matter of The Companies Act, 1956; And In the Matter of an application under Sections 391(1) of the said Act; And In the Matter of Kocilim Breweries Private Limited, a company incorporated under the provisions of the Companies Act, 1956 And In the matter of the Scheme of Amalgamation of RPG Communications Holdings Private Limited, KTL Industrial Finance Company Limited, Kocilim Breweries Private Limited, Yield Investments Private Limited, Jubilee Investments & Industries Limited With RPG Cellular Investments & Holdings Private Limited Kocilim Breweries Private Limited ) a company incorporated under ) the provisions of the Companies Act, ) 1956 and having its Registered ) Office at 30, Forjett Street, ) Mumbai 400 036 ) …APPLICANT COMPANY Called SUMMONS FOR DIRECTIONS CORAM: A. M. Khanwilkar, J. DATE: 2nd May 2009 Ms Suruchi Rungta i/b M/s Khaitan & Co. for the Applicant MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Ms Suruchi Rungta instructed by M/s. Khaitan & Co., Advocates for the Applicant Company AND UPON READING the Affidavit dated 15th April 2009 of Mr Anil Kumar Sanganeria, Authorised Signatory of the Applicant Company in support of Summons for Directions IT IS ORDERED: 1. That convening and holding meeting of the Equity Shareholders of the Applicant company abovenamed, for the purpose of considering and, if thought fit, approving, 2 the proposed Scheme of Amalgamation of RPG Communications Holdings Private Limited, KTL Industrial Finance Company Limited, Kocilim Breweries Private Limited, Applicant Company, Yield Investments Private Limited, Jubilee Investments & Industries Limited With RPG Cellular Investments & Holdings Private Limited, Transferee Company is dispensed in view of all the equity shareholders of the Applicant company having given their consents in writing to the proposed Scheme of Amalgamation which are annexed as Exhibits “W1” to “W3” to the Affidavit in support of Summons for Directions. 2. There are no secured creditors of the Applicant Company, as averred in paragraph 12 of the Affidavit in support of Summons for Directions. Hence the question of convening and holding meeting of the secured creditors of the Applicant Company does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company abovenamed, for the 3 purpose of considering, and if thought fit, approving, the proposed Scheme of Amalgamation of RPG Communications Holdings Private Limited, KTL Industrial Finance Company Limited, Kocilim Breweries Private Limited, Applicant Company, Yield Investments Private Limited, Jubilee Investments & Industries Limited With RPG Cellular Investments & Holdings Private Limited, Transferee Company is dispensed in view of all the unsecured creditors of the Applicant company having given their consents in writing to the proposed Scheme of Amalgamation which are annexed as Exhibits “U1” to “U5” to the Affidavit in support of Summons for Directions. COMPANY JUDGE 4