IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1517 OF 2008 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 Arrangement between Dandvati Investments and Trading Co. Private Limited (the Demerged Company) and Harshit Finlease & Investments Limited (Resulting Company) and their respective shareholders DANDVATI INVESTMENTS AND TRADING ) CO. PRIVATE LIMITED, a company ) incorporated under the Companies Act, ) 1956 having its registered office at ) “ The International”, 5th Floor, 16, ) New Marine Lines, Cross Road No.1, ) Churchgate, Mumbai – 400020 ) ..Applicant Company Called for Summons for Direction Coram: A. M. Khanwilkar, J Date: 14 th November, 2008. Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant 1 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 22nd day of October, 2008 of Mr. R. K. Raje, Vice President of the Applicant Company, in support of the Summons for Directions IT IS ORDERED 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between DANDVATI INVESTMENTS AND TRADING CO. PRIVATE LIMITED, the Applicant / Demerged Company and HARSHIT FINLEASE & INVESTMENTS LIMITED, the Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” to “C-3” to the affidavit dated 22nd October, 2008 of Mr. R. K. Raje, Vice President of the Applicant Company in support of the Summons for Direction. 2 2. That the convening and holding the meeting of the Preference Shareholder of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between DANDVATI INVESTMENTS AND TRADING CO. PRIVATE LIMITED, the Applicant / Demerged Company and HARSHIT FINLEASE & INVESTMENTS LIMITED, the Resulting Company is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit “D” to the affidavit dated 22nd October, 2008 of Mr. R. K. Raje, Vice President of the Applicant Company in support of the Summons for Direction. 3. That the convening and holding the meeting of the sole Secured Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between DANDVATI INVESTMENTS AND TRADING CO. PRIVATE LIMITED, the Applicant / Demerged Company and HARSHIT FINLEASE & INVESTMENTS LIMITED, the Resulting Company is dispensed with in view of the averment made in paragraph 15 of the affidavit dated 22nd October, 2008 of Mr. R. K. Raje, Vice President of the Applicant Company in support of the Summons for Directions. The Applicant undertakes to give 3 individual notice of date of hearing of Petition by Registered Post A. D. to its sole Secured Creditor. The said undertaking is accepted. 4. There are no Unsecured Creditors of the Applicant Company as mentioned in paragraph 16 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Unsecured Creditors does not arise. COMPANY JUDGE 4