IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 139 OF 2010 Corum: S. J. KATHAWALLA J Date: 18th day of February, 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 name by a summons for direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Company, Advocate for the In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with section 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Avdel (India) Private Limited (“Demerged Company”) AND Avfast (India) Private Limited (“Resulting Company”) AND their respective shareholders AVFAST (INDIA) PRIVATE LIMITED, a company incorporated under Companies Act, 1956 and having its registered office at Ramon House, 6th Floor, 169, Backbay Reclamation, Mumbai 400020. Called Summons for Direction ) ) ) ) ) …The Applicant Company -2- Applicant Company, AND UPON READING the affidavit dated 11th day of February 2010 of Mr. Rohan Bulchandani, Director of the Applicant Company in support of Summons for Direction, IT IS ORDERED THAT: a) 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 of Avdel (India) Private Limited ("AVDEL" or “Demerged Company”) with Avfast (India) Private Limited (“AVFAST” or “Resulting Company”), is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘G1’ to ‘G2’ to the affidavit in support of the Summons for Directions. b) There are no Secured and Unsecured Creditors of the applicant company, as mentioned in the paragraph twenty of the Affidavit in support of Summon for Directions. Hence, the question of convening and holding the meeting of Secured and Unsecured creditors dose not arise. (S. J. KATHAWALLA J)