IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.620 OF 2009 In the matter of the 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 Amalgamation of Mahindra Infrastructural Projects Private Limited and Corbel Estate & Investments Private Limited with Andromeda Investment & Finance Private Limited and their Respective Shareholders Corbel Estate & Investments Private Limited, } A Company incorporated under the provisions } Of Companies act 1956 having its registered } Office at Mahindra Towers, G.M Bhosale Marg, } P.K Kurne Chowk, Worli, Mumbai 400018 } …Applicant Company Called for Summons for Direction Coram: A.M. KHANWILKAR J . Date : 8th May , 2009 0.0.0.0.1 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant Company 1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit 1 dated 2nd May 2009 of Mr. Mario Anthony Nazareth , Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of Corbel Estate & Investments Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Mahindra Infrastructural Projects Private Limited and Corbel Estate & Investments Private Limited, the Applicant Company with Andromeda Investment & Finance Private Limited, the Transferee Company 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 C1 to C8 to the affidavit in support of the Summons for Directions. 2. The convening and holding the meetings of the Secured and Unsecured Creditors of Corbel Estate & Investments Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Mahindra Infrastructural Projects Private Limited and Corbel Estate & Investments Private Limited, the Applicant Company with Andromeda Investment & Finance Private Limited, the Transferee Company 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 undertakes to give 2 individual notices to all its Secured and Unsecured Creditors of the date of hearing of petition. The Undertaking is accepted. (COMPANY JUDGE) 3