1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 610 OF 2010 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 Amalgamation between Nandini Piramal Investments Private Limited ('the Transferor Company 1’) AND Savoy Finance & Investments Private Limited (‘the Transferor Company 2’) WITH The Swastik Safe Deposit & Investments Limited ( ‘The Transferee Company ’) AND Their Respective Shareholders Nandini Piramal Investments Private Limited, a company incorporated under the Companies Act, 1956 having its ) ) ) ) 2 registered office at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013. ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 17th September 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates 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. Rajesh Shah instructed by Rajesh Shah & Co.,, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 7th day of September, 2010 of Mr.Sunil Adukia, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Nandini Piramal Investments Private Limited, 3 the Applicant Company / the Transferor Company 1, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation between Nandini Piramal Investments Private Limited, the Transferor Company 1 and Savoy Finance & Investments Private Limited, the Transferor Company 2 with The Swastik Safe Deposit & Investments Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit H1 and H2 to the Affidavit in support of the Summons for Direction. 2. That there are no Secured and Unsecured Creditors in Nandini Piramal Investments Private Limited, the Applicant Company, as mentioned in paragraphs 21 and 22 of the Affidavit in support of the Summons for Directions. Hence the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. 4 3. That the filing of a separate Company Summons for Direction and Company Scheme Petition by the Swastik Safe Deposit & Investments Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 23 to 26 of the Affidavit in support of the Summons for Direction. ( S. J. Kathawalla, J )