IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.242 OF 2009. In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Orbit Shelter Private Limited with Orbit Corporation Limited Orbit Shelter Private Limited, a company incorporated under the Companies Act, 1956 having its Registered Office at The View, 1st Floor, 165, Dr. Annie Besant Road, Worli, Mumbai – 400 018. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 27th February, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 20th day of February, 2009 of Mr. Vikram Hemant Phatarpekar, the Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1) That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Orbit Shelter Private Limited, the Applicant Company with Orbit Corporation Limited, the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which is annexed as Exhibit “B-1” to “B-2” to the affidavit dated 20th February, 2009 of Mr. Vikram Hemant Phatarpekar, the Authorised Signatory of the Applicant company in support of the Summons for Directions. 2) That the convening and holding of the meeting of the Preference Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Orbit Shelter Private Limited, the Applicant Company with Orbit Corporation Limited, the Transferee Company is dispensed with in view of the consent given by the Preference Shareholder of the Applicant Company, which is annexed as Exhibit “C” to the affidavit dated 20th February, 2009 of Mr. Vikram Hemant Phatarpekar, the Authorised Signatory of the Applicant company in support of the Summons for Directions. 3) That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Orbit Shelter Private Limited, the Applicant Company with Orbit Corporation Limited, the Transferee Company is dispensed with in view of the averment made in paragraph 16 of the Affidavit dated 20th February, 2009 of Mr. Vikram Hemant Phatarpekar, the Authorised Signatory of the Applicant company in support of the Summons for Directions. The Applicant undertakes to issue notice of date of hearing of Petition to all its Secured Creditors by Registered Post A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The said undertaking is accepted. 4) That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Orbit Shelter Private Limited, the Applicant Company with Orbit Corporation Limited, the Transferee Company is dispensed with in view of the averment made in para 17 of the Affidavit dated 20th February, 2009 of Mr. Vikram Hemant Phatarpekar, the Authorised Signatory of the Applicant company in support of the Summons for Directions. The Applicant undertakes to issue notice of date of hearing of Petition to all its Unsecured Creditors by Registered Post A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The said undertaking is accepted. Sd/- COMPANY JUDGE