1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY APPLICATION NO.1062 OF 2009 In the matter of Sections 100, 391 & 394 of Companies Act, 1956’ AND In the matter of Scheme of Arrangement between Bhalchandra Investment Limited ( “First Amalgamating Company”) and Forge Investment Limited (“Second Amalgamating Company”) and Mundhwa Investment Limited (“Third Amalgamating Company”) and Jalakumbhi Investment and Finance Limited (“Fourth Amalgamating Company”) and Jalakamal Investment and Finance Limited (“Fifth Amalgamating Company”) and Kalyani Utilities Development Limited (“Sixth Amalgamating Company”) and BF Utilities Limited (“Amalgamated Company” / “Demerged Company” ) and BF Investment Limited (“Resulting Company”) and their Respective Shareholders (“Scheme”) Kalyani Utilities Development Limited, a Company } Incorporated under the provisions of } Companies Act, 1956 having its registered } Office at Mundhwa, Pune 411036 }...Applicant Company CORAM : S. J. KATHAWALLA J DATE: 9th OCTOBER 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., advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th day of September, 2 2009 of Mr. B.S Mitkari, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Arrangement between Bhalchandra Investment Limited, ( “First Amalgamating Company”) and Forge Investment Limited, (“Second Amalgamating Company”) and Mundhwa Investment Limited, (“Third Amalgamating Company”) and Jalakumbhi Investment and Finance Limited, (“Fourth Amalgamating Company”) and Jalakamal Investment and Finance Limited, (“Fifth Amalgamating Company”) and Kalyani Utilities Development Limited, the Applicant/ (“Sixth Amalgamating Company”) and BF Utilities Limited (“Amalgamated Company” / “Demerged Company”) and BF Investment Limited (“Resulting Company”) and their Respective Shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘C’ to the affidavit in support of the Summons for Directions. 2. That there are no Secured & Unsecured Creditors in Kalyani Utilities Development Limited, the Applicant Company as mentioned in paragraph sixty three of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meetings of Secured & Unsecured Creditors does not arise. (S. J. KATHAWALLA J)