IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 639 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 Super Leasing Limited (‘the Demerged Company’ or ‘the Transferor Company ’) AND Sriyam Impex Private Limited (‘the Transferee Company’) AND Fenton Investments Private Limited ( ‘the Resulting Company’) AND Their Respective Shareholders and Creditors Fenton Investments Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at B9 Kemp Plaza, Chincholi Bunder Road, Mind Space, Malad (West) Mumbai -400064. ) ) ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 1st October, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th day of September, 2010 of Mr. Diwaker Dinesh, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Fenton Investments Private Limited, the Applicant / Resulting Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Arrangement between Super Leasing Limited, the Demerged / Transferor Company and Sriyam Impex Private Limited, the Transferee Company and Fenton Investments Private Limited, 2 the Resulting Company and their respective shareholders and Creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits J1 to J3 to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors in Fenton Investments Private Limited, the Applicant / Resulting Company, as mentioned in paragraph 21 of the Affidavit in support of the Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding of the meeting of the Unsecured Creditors of Fenton Investments Private Limited, the Applicant / Resulting Company , to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Arrangement between Super Leasing Limited, the Demerged / Transferor Company and Sriyam Impex Private Limited, the Transferee Company and Fenton Investments Private Limited, the Resulting Company and their respective shareholders and creditors is dispensed with in view of the averments made in 3 paragraph 22 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the 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 circulated in Mumbai. The undertaking is accepted. (S. J. Kathawalla, J. ) 4