IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY APPLICATION NO.1267 OF 2009 In the matter of Sections 391 & 394 of Companies Act, 1956’ AND In the matter of Scheme of Arrangement between Antara Agro Private Limited and Sanjay Agri Farms Private Limited and Ketan Agri Farms Private Limited and Hargobind Agri Farms Private Limited and Amardas Agri Farms Private Limited and Indrayani Agri Farms Private Limited and Finolex Infrastructure Limited and their Respective Members Antara Agro Private Limited, a Company incorporated } Under the provisions of Companies act, 1956 having } Its registered office at Harmony, 5, ICS Colony, } Ganeshkhind Road, Pune – 411007 }...Applicant Company CORAM : DR. D.Y CHANDRACHUD J DATE: 4th DECEMBER 2009 Called for Summons for Directions Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of November, 2009 of Mrs. Meena D’Sa, Director of the Applicant Company in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without 1 modification, the proposed Scheme of Arrangement between Antara Agro Private Limited, the Applicant Company and Sanjay Agri Farms Private Limited and Ketan Agri Farms Private Limited and Hargobind Agri Farms Private Limited and Amardas Agri Farms Private Limited and Indrayani Agri Farms Private Limited and Finolex Infrastructure Limited 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’C5’ to the affidavit in support of the Summons for Directions. 2. That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Scheme of Arrangement between Antara Agro Private Limited, the Applicant Company and Sanjay Agri Farms Private Limited and Ketan Agri Farms Private Limited and Hargobind Agri Farms Private Limited and Amardas Agri Farms Private Limited and Indrayani Agri Farms Private Limited and Finolex Infrastructure Limited and their Respective Shareholders (“Scheme”) is dispensed with in view of consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits ‘D1’ to’D5’ to the affidavit in support of the Summons for Directions. 3. There are no Secured Creditors in the Applicant Company as mentioned in paragraph fifty seven of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise (DR . D.Y. CHANDRACHUD J) 2