IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO . 1416 OF 2008 In the matter of Sections 391 & 394 of Companies Act, 1956’ AND In the matter of Scheme of Amalgamation of Sutej Agro Farms Private Limited and Indraneel Agro Private Limited and Prabodhan Farms Private Limited and Avnish Agri Farms Private Limited and Ajinkya Agri Farms Private Limited and Indrajeet Agro Private Limited and Ved Agri Farms Private Limited and Gauri Agro Private Limited and Omkar Agri Farms Private Limited with Finolex Infrastructure Limited and their respective members. Finolex Infrastructure Limited, a Company } incorporated under the provisions of Companies } Act, 1956 having its Registered Office at 26/27, } Mumbai- Pune Road, Pune 411 018 } } …Applicant Called Summons for Direction CORAM: A.M KHANWILKAR.J DATE: 3rd October 2008 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: a) That the convening and holding of the meeting of the members holding Equity Shares of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation of Sutej Agro Farms Private Limited and Indraneel Agro Private Limited and Prabodhan Farms Private Limited and Avnish Agri Farms Private Limited and Ajinkya Agri Farms Private Limited and Indrajeet Agro Private Limited and Ved Agri Farms Private Limited and Omkar Agri Farms Private Limited, the Transferor Companies with Finolex Infrastructure Limited, the Applicant /Transferee Company and their respective members is dispensed with in view of consent given by all Equity Share Shareholders of the Applicant Company, as per their letters of consent annexed as Exhibit W1 to W7 to the affidavit dated this 25th day of September 2008 Mrs. Meena D’Sa, Authorised Signatory of the Applicant Company in support of the Summons for Directions. b) That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation of Sutej Agro Farms Private Limited and Indraneel Agro Private Limited and Prabodhan Farms Private Limited and Avnish Agri Farms Private Limited and Ajinkya Agri Farms Private Limited and Indrajeet Agro Private Limited and Ved Agri Farms Private Limited and Gauri Agro Private Limited, the Transferor Companies and Omkar Agri Farms Private Limited with Finolex Infrastructure Limited, the Applicant/ Transferee Company and their respective members is dispensed with in view of consent given by all Unsecured Creditors of the Applicant Company as per their letters of consent annexed as Exhibit -X to the affidavit dated this 25th day of September 2008 Mrs. Meena D’Sa, Authorised Signatory of the Applicant Company in support of the Summons for Directions. c) There are no Secured Creditors in the Applicant Company as mention in paragraph seventy eight of the affidavit dated 25th day of September, 2008 of Mrs. Meena D’Sa, Authgorised Signatory of the Applicant Company in support of the Summons for Directions. Hence the question of convening and holding meeting of the Secured Creditor does not arise. Sd/- COMPANY JUDGE In The High Court of Judicature at Bombay Ordinary Original Civil jurisdiction Company Application No 1416 of 2008 In the matter of Sections 391 & 394 of Companies Act, 1956’ AND In the matter of Scheme of Amalgamation of Sutej Agro Farms Private Limited and Indraneel Agro Private Limited and Prabodhan Farms Private Limited and Avnish Agri Farms Private Limited and Ajinkya Agri Farms Private Limited and Indrajeet Agro Private Limited and Ved Agri Farms Private Limited and Gauri Agro Private Limited and Omkar Agri Farms Private Limited with Finolex Infrastructure Limited and their respective members. Finolex Infrastructure Limited ……..Applicant Company MINUTES OF ORDER DATED THIS 3rd DAY OF OCTOB ER 2008 HEMANT SETHI & CO ADVOCATES FOR APPLICANT COMPANY