1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 476 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Tejas Mercantile Private Limited And In the matter of the Scheme of Arrangement Between Brook Trading Company Private Limited And Tejas Mercantile Private Limited Tejas Mercantile Private Limited, a company incorporated under the Indian Companies Act, 1956 and having its registered office at Kasturi Building, 5th Floor, 171/172, J. Tata Road, Churchgate, Mumbai 400 020, Maharashtra, India; ) ) ) ) ) ……….Applicant Company Called Summons for Direction CORAM : S.J. Kathawalla J Dated : 5th August, 2011 Mr. Ashish Kamat i/b M/s Crawford Bayley & Co, Advocate for Applicant Company. 2 MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. Advocates, for the Applicant and UPON reading the Affidavit dated 1st July, 2011 of Mr. Amit Thingalaya, Director of the Applicant Company, in support of the Summons for Direction, and the Exhibits therein referred to, 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, with or without modification, the proposed Scheme of Arrangement between Brook Trading Company Private Limited and Tejas Mercantile Private Limited is dispensed with in view of the consents in writing given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibit “J-1” and Exhibit “J- 2” to the Affidavit in support of Summons for Direction. 2. There are no Secured Creditors of the Applicant Company, as stated in paragraph 25 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of secured creditors does not arise. 3. There are no Unsecured Creditors of the Applicant Company, as stated in paragraph 27 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of unsecured creditors does not arise. (S.J. Kathawalla, J)