IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1264 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of YASMIN FINANCE AND TRADING PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Patel House, 2nd floor, 48, Gazarbandh, North Avenue Road, Santacruz (West), Mumbai – 400 054. AND In the matter of SCHEME OF AMALGAMATION BETWEEN PATEL MANAGEMENT CONSULTANCY PRIVATE LIMITED AND YASMIN FINANCE & TRADING PRIVATE LIMITED, … Transferor Companies AND PATEL HOLDINGS LIMITED...Transferee Company YASMIN FINANCE AND TRADING PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at “ Patel House, 2nd Floor, 48, Gazarbandh, North Avenue Road, Santacruz (West), Mumbai – 400 054 ……Applicant / Second Transferor Company 1 Called Summons for Direction Coram: Dr. D.Y. Chandrachud J. Date : 4th December 2009 Mr. H.N. Thakore a/w Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates for Applicant MINUTES OF THE ORDER UPON the application of Yasmin Finance and Trading Private Limited, the Applicant above named by Summons for Direction AND UPON hearing Mr. Naser Ali Rizvi, Advocate for the Company and upon reading the Affidavit dated 25th November, 2009 of Mr. Sanjeev Moghe, Authorised Signatory of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Second Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of PATEL MANAGEMENT CONSULTANCY PRIVATE LIMITED and YASMIN FINANCE & TRADING PRIVATE LIMITED, Transferor Companies with PATEL HOLDINGS LIMITED, the Transferee Company is dispensed in view of the consents given by all the Equity 2 Shareholders of the Applicant / Second Transferor Company, which are annexed as Exhibits ‘E -1 and E-2 ’ to the Affidavit – in – Support of the Summons for directions. 2. That convening and holding of the Meeting of the Preference Shareholders, of the Applicant / Second Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of PATEL MANAGEMENT CONSULTANCY PRIVATE LIMITED and YASMIN FINANCE & TRADING PRIVATE LIMITED, Transferor Companies with PATEL HOLDINGS LIMITED, the Transferee Company is dispensed in view of the consents given by all the Preference Shareholders of the Applicant / Second Transferor Company, which are annexed as Exhibits ‘F -1 to F-4 ’ to the Affidavit – in – Support of the Summons for directions. 3. There are no Secured Creditors of the Applicant Company, as mentioned in paragraphs 37 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured Creditors does not arise. 4. That convening and holding the Meeting of the Unsecured Creditors of the Applicant / Second Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of PATEL MANAGEMENT CONSULTANCY PRIVATE LIMITED and YASMIN FINANCE & 3 TRADING PRIVATE LIMITED, Transferor Companies with PATEL HOLDINGS LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 38 of the Affidavit – in – Support of the Summons for direction and in view of the consents given by 2 out of 4 Unsecured Creditors of the Applicant Company representing 50% in number and 90.87% in value of the total unsecured creditors, which are annexed as Exhibits ‘G-1’ and ‘G-2’ to the Affidavit – in – Support of the Summons for directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is ac- cepted. (Dr. D. Y. Chandrachud J.) 4