IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 365 OF 2010. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of UNIAGRO INVESTMENTS & TRADING PRIVATE LIMITED (UITPL / 1st Transferor Company) AND SAAR INVESTMENT AND TRADING COMPANY PRIVATE LIMITED (SITCPL / 2nd Transferor Company) AND FAISAL INVESTMENT AND TRADING COMPANY PRIVATE LIMITED (FITCPL / 3rd Transferor Company) AND AGRICOM INVESTMENTS & TRADING PRIVATE LIMITED (AITPL / 4th Transferor Company) AND INDAGRO INVESTMENTS & TRADING PRIVATE LIMITED (IITPL / 5th Transferor Company) AND SOYACO INVESTMENTS & TRADING PRIVATE LIMITED (SOITPL / 6th Transferor Company) AND SIRS INVESTMENTS AND TRADING COMPANY PRIVATE LIMITED (SIITCPL / 7th Transferor Company) AND GENAGRO INVESTMENTS & TRADING PRIVATE LIMITED (GITPL / 8th Transferor Company) AND IRSHI INVESTMENT AND TRADING COMPANY PRIVATE LIMITED (IRITCPL / 9th Transferor Company) AND PHOENICIA INVESTMENTS & TRADING COMPANY PRIVATE LIMITED (PITCPL / 10th Transferor Company) AND 1 ALIA INVESTMENT AND TRADING COMPANY PRIVATE LIMITED (AITCPL / 11th Transferor Company) AND FAHU INVESTMENT AND TRADING COMPANY PRIVATE LIMITED (FITCPL / 12th Transferor Company) AND STHANAV HOLDINGS PRIVATE LIMITED (SHPL / 13th Transferor Company) WITH ALLANA EXPORTS LIMITED (AEL / Transferee Company) AND their respective shareholders STHANAV HOLDINGS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Allana House, Allana Road, Colaba, Mumbai – 400001. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 11th June, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 20th day of May, 2010 of Mr. Soeb N. Bhatri, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That 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 Amalgamation of UNIAGRO INVESTMENTS & TRADING PRIVATE LIMITED, the First Transferor Company and SAAR 2 INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Second Transferor Company and FAISAL INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Third Transferor Company and AGRICOM INVESTMENTS & TRADING PRIVATE LIMITED, the Fourth Transferor Company and INDAGRO INVESTMENTS & TRADING PRIVATE LIMITED, the Fifth Transferor Company and SOYACO INVESTMENTS & TRADING PRIVATE LIMITED, the Sixth Transferor Company and SIRS INVESTMENTS AND TRADING COMPANY PRIVATE LIMITED, the Seventh Transferor Company and GENAGRO INVESTMENTS & TRADING PRIVATE LIMITED, the Eighth Transferor Company and IRSHI INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Ninth Transferor Company and PHOENICIA INVESTMENTS & TRADING COMPANY PRIVATE LIMITED, the Tenth Transferor Company and ALIA INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Eleventh Transferor Company and FAHU INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Twelfth Transferor Company and STHANAV HOLDINGS PRIVATE LIMITED, the Applicant / Thirteen Transferor Company with ALLANA EXPORTS LIMITED, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “B-1” and “B-2” to the affidavit in support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors of the Applicant Company as mentioned in paragraph 75 of the Affidavit in support of Summons for 3 Directions, hence, the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise. (S. J. Vazifdar, J) 4