1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 681 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 Arrangement between Trison Investments Private Limited (‘TIPL’ or ‘Transferor Company’ or ‘the Applicant Company’) and Trivedi Enterprises Private Limited (‘TEPL’ or ‘Transferee Company’); AND Their respective Shareholders. TRISON INVESTMENTS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at ‘‘ONYX’, 4th Floor, 375, S. V. Road, Goregaon – West, Mumbai – 400 104. ) ) ) ) )…………… The Applicant Company CALLED FOR SUMMONS FOR DIRECTION Coram: S. J. KATHAWALLA J. Date: 15th day of October, 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 Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 8th day of October, 2010 of Mr. Kalapi Shah, 2 Authorised Signatory of the Applicant Company, in support of Company Summons for Directions IT IS ORDERED:- 1. 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 Trison Investments Private Limited, (‘the Applicant Company’ / ‘Transferor Company’) and Trivedi Enterprises Private Limited, (the Transferee Company’), is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘C1’ to ‘C2’ to the affidavit in support of Company Summons for Directions. 2. The convening and holding of the meeting of the Preference Shareholders of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Trison Investments Private Limited, (‘the Transferor Company’) and Trivedi Enterprises Private Limited, (‘the Applicant Company’ / ‘the Transferee Company’), is dispensed with in view of the consents given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibit ‘D’ to the affidavit in support of Company Summons for Directions. 3. That there are no Secured Creditors of the Applicant Company, as mentioned in the para eighteen (18) of the Affidavit in support of Company Summon for Directions. Hence, the question of convening and holding the meeting of Secured Creditors dose not arise. 4. That the convening and holding of the meeting of the 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 Trison Investments Private Limited, (‘the Applicant Company’ / ‘Transferor Company’) and Trivedi Enterprises Private Limited, (‘the Transferee Company’) and their respective 3 shareholders be dispensed with in view of the averment made in para nineteen (19) of the Affidavit in support of Company Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A/d to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi both having circulation in Mumbai. The said undertaking is accepted. (S. J. KATHAWALLA J.)