1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1100 OF 2009 In the matter of 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 Arrangement between Desai Brothers Limited and Desai Foods Private Limited and Desons Finvest Private Limited and their respective shareholders Desai Brothers Limited, a Company } Incorporated under the provisions of } Companies Act, 1956 having its registered } Address at 1436 Kasba Peth, Pune – 411 011 }....Applicant Company CORAM : S. J. KATHAWALLA J DATE: 16th OCTOBER 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th day of September, 2009 of Mr. Umesh Parekh, Chief Executive and Company Secretary 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 the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without 2 modification, the proposed Arrangement between Desai Brothers Limited, the Applicant/Demerged Company and Desai Foods Private Limited and Desons Finvest Private Limited and their respective shareholders ( “Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘I-1 to I-50’ to the affidavit in support of the Summons for Directions. 2. That convening and holding of the meetings of the Secured and Unsecured Creditor of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Arrangement between Desai Brothers Limited, the Applicant/Demerged Company and Desai Foods Private Limited and Desons Finvest Private Limited and their respective shareholders (“Scheme”) is dispensed with in view of averments made in paragraph twenty eight of the affidavit in support of Summons for Directions. Applicant Company undertakes to issue individual notices to all its Creditors of the date of hearing of petition by letter posted by RPAD. The said undertaking is accepted. (S. J. KATHAWALLA J)