IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1152 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of Sections 391 and 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement In the matter of Storage Undertaking known as storage Division of Kesar Enterprises Limited AND In the matter of Kesar Enterprises Limited a company registered under the Companies Act, 1956 and having its Registered Office at Oriental House, 7, Jamshedji Tata Road, Churchgate, Mumbai – 400020. AND In the matter of Kesar Terminals & Infrastructure Limited a company registered under the Companies Act, 1956 and having its registered office at Oriental House, 7, Jamshedji Tata Road, Churchgate, Mumbai – 400 020 AND Demerger of the Storage Undertaking known as Storage Division of Kesar Enterprises Limited as a going concern to Kesar Terminals & Infrastructure Limited Kesar Terminals & Infrastructure Limited ) A company registered under the Companies Act, ) 1956 and having its registered office at Oriental ) House, 7, Jamshedji Tata Road, Churchgate ) Mumbai – 400 020 ) ...Applicant Called Summons for Directions Coram: Dr. D. Y. Chandrachud J Date : 13th November 2009 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocate for Applicants. MINUTES OF ORDER Upon the Application of the Applicant above named by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi 2 & Co., for Applicant, AND upon reading the Affidavit dated 3 rd November, 2009 of Mr. Devendra Shah, Authorized Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: - 1. That convening and holding 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 Scheme of Arrangement involving the Demerger of the storage Undertaking/ Division of Kesar Enterprises Limited in to the Kesar Terminals & Infrastructure Limited, the Transferee Company is dispensed with in view of the Consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits D to D-6 to the Affidavit in Support of Summons for Directions 2. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement involving the Demerger 3 of the storage Undertaking/ Division of Kesar Enterprises Limited in to the Kesar Terminals & Infrastructure Limited, the Transferee Company is dispensed with in view of the Consents given by the only Unsecured Creditor of the Applicant Company which is annexed as Exhibit E to the Affidavit in Support of Summons for Directions. 3. There are no Preference Shareholders and Secured Creditors of the Applicant Company, as mentioned in paragraph 18 of Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meetings of Preference Shareholder or Secured Creditors does not arise. (DR. D. Y. Chandrachud, J) 4