1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1321 OF 2009 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 of Walchand Talentfirst Limited with Walchand Peoplefirst Limited and their Respective Shareholders Walchand Talentfirst Limited , a Company } incorporated under the Companies Act, 1956 } and having its Registered office at 1, } Construction House, 5, Walchand Hirachand } Marg, Ballard Estate, Mumbai 400001 } ….Applicant Company Called for Summons for Direction CORAM : Dr. D.Y. CHANDRACHUD J DATE: 18th DECEMBER 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., 2 advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th day of December, 2009 of Mr. Harshad Dilip Mane, Authorized Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of Walchand Talentfirst Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Walchand Talentfirst Limited, the Applicant/Transferor Company with Walchand Peoplefirst Limited, the Transferee Company and their Respective Shareholders (“Scheme”) is dispensed with in view of consents given by seven out of eight equity shareholders of the Applicant Company annexed as Exhibits C1 to C7 to the affidavit in support of Summons for Direction and holding 99.99% of the issued, subscribed and paid share capital. Applicant undertakes to issue notice to remaining one nominee shareholders of the date of hearing of petition. The said undertaking is accepted. 2. That the convening and holding of the meetings of the Secured and Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Walchand Talentfirst Limited, the Applicant/Transferor Company with Walchand Peoplefirst Limited, the Transferee Company and their respective Shareholders (“Scheme”) is dispensed with in view of averments made in paragraph nineteen of the 3 affidavit in support of Summons for Directions. Applicant Company undertakes to issue individual notices of the date of hearing of petition to all its Creditors. The said undertaking is accepted. (Dr. D. Y. CHANDRACHUD J)