IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 172 OF 2010. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between ORIX AUTO INFRASTRUCTURE SERVICES LIMITED and OAIS AUTO FINANCIAL SERVICES LIMITED and Their Respective Shareholders & Creditors. OAIS AUTO FINANCIAL SERVICES LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at The IL&FS Financial Centre, Plot No C – 22, ‘G’ Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051, Maharashtra. ) ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 12th March , 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah 1 & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 3rd March, 2010 of Mr. Parthasarathi Ray, Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between ORIX AUTO INFRASTRUCTURE SERVICES LIMITED, the Demerged / Transferor Company and OAIS AUTO FINANCIAL SERVICES LIMITED, the Applicant / Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibit “F-1” to “F-8” to the affidavit in support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors of the Applicant Company as mentioned in paragraph 15 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise. ( S. J. Kathawalla, J.) 2