IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.111 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Santa Trading Private Limited; And In the matter of the Scheme of Arrangement and Amalgamation of Santa Trading Private Limited and BPL Communications Limited and their respective shareholders and creditors. Santa Trading Private Limited. ) a company incorporated under ) the Companies Act, 1956 and ) having its Registered Office at ) Gala no.12, Shiv Shakti Complex,) Thane Bhivandi Road, ) Thane 421032, Maharashtra. ) …Applicant/Transferor Company Called for Summons for Direction Coram: S. J. Vazifdar, J. Dated: 23 rd January, 2009 Mr. Amish Shroff i/b Rajani Associates for Applicant MINUTES OF THE ORDER 1 UPON the Application of the Applicant Company by a Summons for Direction AND UPON HEARING Mr. Amish Shroff i/b Rajani Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st January, 2009 of Maruti Mutal, Authorised Signatory of Applicant Company in support of Summons for Direction, IT IS ORDERED: 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Arrangement and Amalgamation of Santa Trading Private Limited, “Applicant“/“Transferor Company“ and BPL Communications Limited, the ''Transferee Company’' and their respective shareholders and creditors is dispensed with as all the Equity Shareholders of the Applicant Company have given their consents to the proposed Scheme of Arrangement and Amalgamation which are annexed as EXHIBITS H-1 to EXHIBIT H-2 to the Affidavit in Support of Summons for Direction. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph nine (9) of the Affidavit in Support of 2 Summons for Direction. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise. 3. In view of the averments made in paragraph 10.1.1 of the Affidavit of Maruti Mutal, Authorised Signatory for the Applicant dated 21 st January, 2009 in Support of Summons for Directions, convening and holding meeting of the Unsecured Creditor for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the proposed Scheme of Arrangement and Amalgamation of Santa Trading Private Limited, “Applicant“/“Transferor Company“ and BPL Communications Limited, the ''Transferee Company’' and their respective shareholders and creditors is dispensed with as the Applicant undertakes to issue individual notice of the date of hearing of the Company Petition by Registered Post Acknowledgement Due to the only one (1) Unsecured Creditor of the Applicant before the final hearing of the Company Petition. The Undertaking is accepted. 4. Issuance of Certified copy of this order is expedited. COMPANY JUDGE 3