1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 290 OF 2010 Corum: S. J. KATHAWALLA J. Date: 23rd day of April, 2010 Mr. Hemant Sethi i/b M/s Hemant Sethi & Co., for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Company, Advocate for the Applicant Company, AND UPON READING the affidavit dated 30th day of March 2010 of Mr. Surendra A. Asher, Director of the Applicant Company in support of Summons for Direction, IT IS ORDERED THAT: 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 Arrangement between Oneworld Impex Private Limited (‘the Demerged Company’ or ‘OWIPL’) and Raj Petro Specialities Private Limited (‘the Applicant Company’ or ‘the Resulting Company’ or ‘RPSPL’); AND Their respective shareholders The Raj Petro Specialities Private Limited, a company incorporated under Companies Act, 1956 and having its registered office at 1st Floor, 124, G.D. Ambedkar Marg, Ambawadi Cotton Green (West), Mumbai – 400033. Called Summons for Direction ) ) ) ) ) ) ……..Applicant Company 2 1. The convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Oneworld Impex Private Limited (‘OWIPL’ or ‘the Demerged Company’) and Raj Petro Specialities Private Limited (‘RPSPL’ or ‘the Applicant Company’ or ‘the Resulting Company’) be dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘H-1’ to ‘H-46’ of the affidavit dated March 30, 2010 in support of the Company Summons for Direction. 2. The convening and holding of the meeting of the 10% Non-cumulative Redeemable Preference Shareholders of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Oneworld Impex Private Limited (‘OWIPL’ or ‘Demerged Company’) and Raj Petro Specialities Private Limited (‘RPSPL’ or ‘the Applicant Company’ or ‘the Resulting Company’) and their respective shareholders be dispensed with in view of the consent given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibit ‘I-1’ to ‘I-45’ to the affidavit in support of the Company Summons for Direction. 3. The convening and holding of the meeting of the 8.50% Non-cumulative Redeemable Preference Shareholders of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Oneworld Impex Private Limited (‘OWIPL’ or ‘Demerged Company’) and Raj Petro Specialities Private Limited (‘RPSPL’ or ‘the Applicant Company’ or the Resulting Company’) and their respective shareholders be dispensed with in view of the consent given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibit ‘J-1’ to ‘J-30’ to the affidavit in support of the Company Summons for Direction; 4. The convening and holding of the meeting of the Secured and Unsecured Creditors of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed arrangement embodied in the Scheme of Arrangement between Oneworld Impex Private Limited (‘OWIPL’ or ‘Demerged Company’) and Raj Petro Specialities Private Limited (‘RPSPL’ or ‘the Applicant Company’ or the Resulting Company’) and their 3 respective shareholders is dispensed with in view of the averment made in para 23 of the affidavit in support of the Company Summons for Direction. The Applicant Company undertakes to issue individual notices of hearing of the Petition to all its Secured and Unsecured Creditors by R.P.A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi. The said undertaking is accepted. (S.J KATHAWALLA J)