1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 475 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Brook Trading Company Private Limited And In the matter of the Scheme of Arrangement Between Brook Trading Company Private Limited And Tejas Mercantile Private Limited Brook Trading Company Private Limited, a company incorporated under the Indian Companies Act, 1956 and having its registered office at Kasturi Building, 5th Floor, 171/172, J. Tata Road, Churchgate, Mumbai 400 020, Maharashtra, India; ) ) ) ) ) ……….Applicant Company Called Summons for Direction CORAM : S.J. Kathawalla J Dated : 5th August, 2011 Mr. Ashish Kamat i/b M/s Crawford Bayley & Co, Advocate for Applicant Company. MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. Advocates, for the Applicant and UPON reading the Affidavit dated 1st day of July, 2011 of Mr. Harsh 2 A. Gokal, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred 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 Scheme of Arrangement between Applicant Company and Tejas Mercantile Private Limited is dispensed with, in view of the consents in writing given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “D-1” to Exhibit D- 3 ” to the Affidavit in support of Summons for Direction. 2. There are no Secured Creditors of the Applicant Company, as stated in paragraph 22 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of secured creditors does not arise. 3. That the convening and holding the meeting the Unsecured Creditors of the Applicant Company abovenamed, for the purpose of considering and approving, with or without modification, the proposed Scheme of Arrangement of Brook Trading Company Private Limited and Tejas Mercantile Private Limited is dispensed with, in view of the consents given by 4 out of 6 Unsecured Creditors which are annexed as Exhibit “E-1” to Exhibit “E- 4 ” to the Affidavit in support of these Summons for Direction. The Applicant Company undertakes to issue an individual notice of hearing of Petition by R.P.A.D to its Unsecured Creditors who have not given their consents to the proposed Scheme of Arrangement and also to publish the same in two newspapers, viz., “Free Press Journal ” in English language and “Maharashtra Times” in Marathi language, both having circulation in Mumbai. The undertaking is accepted. ( S.J. Kathawalla, J)