IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1180 OF 2009 In the matter of Section 391 & 394 of the Companies act, 1956 ; And In the matter of Scheme of Amalgamation between Nab Trading and Investments Private Limited and Ithaca Holdings Private Limited and A.T.E. Private Limited and their respective members Nab Trading and Investments Private Limited, } A Company incorporated under the provisions } Of Companies act, 1956 having its Registered office } At 43, Dr. V. B. Gandhi Marg, Fort, Mumbai-400023 } ....Applicant Company CORAM: Dr. D.Y. CHANDRACHUD J DATE: 20TH NOVEMBER 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 4th day of November, 2009 of Mr. Nikesh Kundalmal Jain, Authorized 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 embodied in the Scheme of 1 Amalgamation between Nab Trading and Investments Private Limited, the Applicant Company and Ithaca Holdings Private Limited and A.T.E. Private Limited, the Transferee Company and their respective members (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “C” to the affidavit in support of the Summons for Directions. 2. That convening and holding of 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 proposed Arrangement embodied in the Scheme of Amalgamation between Nab Trading and Investments Private Limited, the Applicant Company and Ithaca Holdings Private Limited and A.T.E. Private Limited, the Transferee Company and their respective members (“Scheme”) is dispensed with in view of averments made in paragraph twenty eight of the affidavit in support of the Summons for Directions. Applicant undertakes to give individual notices by RPAD to all its Unsecured Creditors of the date of hearing of petition. The said undertaking is accepted. 3. There are no Secured Creditors in the Applicant Company as mention in paragraph twenty nine of the affidavit in support of Summons for Directions. Hence, the question of convening and holding meeting of the Secured Creditors does not arise. (DR. D. Y. CHANDRACHUD J) 2