IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 652 OF 2010 In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Arrangement Between Chittoda Investment & Trading Private Limited, Harbhajan Investment & Trading Private Limited, Rajur Ganapati Investment & Trading Private Limited, Jamwadi Investment & Trading Private Limited, Dudhna Investment & Trading Private Limited and Gangabishan Bhikulal Investment & Trading Limited with Harirani Investment and Trading Private Limited. Dudhna Investment and Trading Private Limited ) a Company incorporated under the provisions of the ) Companies Act, 1956 and having its Registered Office) at Resham Bhavan, 2nd floor, 78,Veer Nariman Road ) Mumbai 400 020 ) … Applicant Called Summons for Direction CORAM: S.J. KATHAWALLA J DATE : 1st October 2010 Ms. Deepti Nagpal, i/b Kanga and Company, Advocate for the Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Ms. Deepti Nagpal, Advocate instructed by Kanga and Company, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 31st day of August 2010 of Dr Badrinarayan Ramulal Barwale, a Director of the Applicant Company, in Support of the Summons for Direction and the Exhibits thereupon referred to, IT IS ORDERED :- 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Scheme of Arrangement between the Applicant Company, Chittoda Investment & Trading Private Limited, Harbhajan Investment & Trading Private Limited, Rajur Ganapati Investment & Trading Private Limited, Jamwadi Investment & Trading Private Limited and Gangabishan Bhikulal Investment & Trading Limited, the Transferor Companies and Harirani Investment and Trading Private Limited, the Transferee Company is dispensed with in view of the consents in writing given by both the Equity Shareholders of the Applicant Company to the proposed Scheme of Arrangement by their letters, which are annexed as Exhibits - “C-1” and “C-2” to the Affidavit in support of the Summons for Direction. 2. That convening and holding of the meeting of the Preference Shareholders of the Applicant Company, to consider and approve the proposed Scheme of Arrangement 2 between the Applicant Company, Chittoda Investment & Trading Private Limited, Harbhajan Investment & Trading Private Limited, Rajur Ganapati Investment & Trading Private Limited, Jamwadi Investment & Trading Private Limited and Gangabishan Bhikulal Investment & Trading Limited, the Transferor Companies and Harirani Investment and Trading Private Limited, the Transferee Company is dispensed with in view of the consents given by all the Preference Shareholders to the proposed Scheme of Arrangement, which are annexed as Exhibits - “D-1” to “D - 6 ” to the Affidavit in support of the Summons for Directions. 3. There are no Secured or Unsecured Creditors of the Applicant Company as stated in paragraph 42 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors to consider and approve the proposed Scheme of Arrangement between the Applicant Company, Chittoda Investment & Trading Private Limited, Harbhajan Investment & Trading Private Limited, Rajur Ganapati Investment & Trading Private Limited, Jamwadi Investment & Trading Private Limited and Gangabishan Bhikulal Investment & Trading Limited, the Transferor Companies and Harirani Investment and Trading Private Limited, the Transferee Company does not arise. 3 4. That the convening and holding of the meeting of the Sundry Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between the Applicant Company, Chittoda Investment & Trading Private Limited, Harbhajan Investment & Trading Private Limited, Rajur Ganapati Investment & Trading Private Limited, Jamwadi Investment & Trading Private Limited and Gangabishan Bhikulal Investment & Trading Limited, the Transferor Companies and Harirani Investment and Trading Private Limited, the Transferee Company is hereby dispensed with in view of the averments made in paragraph 43 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice by R.P.A.D. on all its Sundry Creditors about the date of the hearing of the Petition. The said undertaking is accepted. (S. J. Kathawalla, J.) 4