IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 171 OF 2010. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 read with Section 78 and 100 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between ORIX AUTO INFRASTRUCTURE SERVICES LIMITED and OAIS AUTO FINANCIAL SERVICES LIMITED and Their Respective Shareholders & Creditors. ORIX AUTO INFRASTRUCTURE SERVICES LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at Plot No 94, Marol Co-operative Industrial Estate, Andheri – Kurla Road, Andheri (East), Mumbai 400059, Maharashtra. ) ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 12th March , 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocates 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 1 & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 3rd March, 2010 of Mr. Jay Gandhi, Company Secretary of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of ORIX AUTO INFRASTRUCTURE SERVICES LIMITED, the Applicant / Demerged / Transferor Company, be convened and held at office of IL&FS Limited at 102, 10th Floor, Maker Chamber VI, Nariman Point, Mumbai 400021, on Monday, 12th day of April, 2010 at 11.00 am for the purpose of considering, and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Arrangement between ORIX AUTO INFRASTRUCTURE SERVICES LIMITED, the Applicant / Demerged / Transferor Company and OAIS AUTO FINANCIAL SERVICES LIMITED, the Transferee Company. 2. That a meeting of the Secured Creditors of ORIX AUTO INFRASTRUCTURE SERVICES LIMITED, the Applicant / Demerged / Transferor Company, be convened and held at office of IL&FS Limited at 102, 10th Floor, Maker Chamber VI, Nariman Point, Mumbai 400021, on Monday, 12th day of April, 2010 at 11.30 a.m., or as soon as the Meeting of Equity Shareholders of the Company is concluded, for the purpose of considering, and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Arrangement between ORIX AUTO INFRASTRUCTURE SERVICES LIMITED, the Applicant / Demerged / Transferor Company and OAIS AUTO FINANCIAL SERVICES LIMITED, the Transferee Company. 2 3. That a separate meeting of the Unsecured Creditors of ORIX AUTO INFRASTRUCTURE SERVICES LIMITED, the Applicant / Demerged / Transferor Company, be convened and held at office of IL&FS Limited at 102, 10th Floor, Maker Chamber VI, Nariman Point, Mumbai 400021, on Monday, 12th day of April, 2010 at 12.00 noon, or as soon as the Meeting of Secured Creditors of the Company is concluded, for the purpose of considering, and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Arrangement between ORIX AUTO INFRASTRUCTURE SERVICES LIMITED, the Applicant / Demerged / Transferor Company and OAIS AUTO FINANCIAL SERVICES LIMITED, the Transferee Company. 4. In view of the averments made in Paragraph 18 of the Affidavit in support of the Summons for Directions, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in the aforesaid Court convened meeting to be held on 12th April, 2010 of Equity Shareholders for reduction of Equity Share Capital under section 78 read with section 100 of the Companies Act, 1956. The said undertaking is accepted. 5. That at least 21 clear days before the meetings to be held as aforesaid, an advertisement and notice convening the said meetings, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Arrangement and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant Company as aforesaid and/or at 3 the office of its advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001 shall be issued, and the said notice shall be published once each in ‘The Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi. Publication of notice in the Maharashtra Government Gazette is dispensed with. 6. That, in addition, at least 21 clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by Pre-paid letter post Under Certificate of Posting addressed to each of the Equity Shareholders, the Secured Creditors and the Unsecured Creditors at their respective registered or last known addresses. 7. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to i. advertise the Notice convening meeting as per Form No. 38 (Rule 74) ii. issue Notice convening meeting of the shareholders as per Form No. 36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) 4 The undertaking is accepted. 8. That Mr. Arun K Saha, Director of the Applicant Company, failing him, Mr. Vibhav Kapoor, Director of the Applicant Company, is appointed as the Chairman for the above meetings to be held at office of IL&FS Limited at 102, 10th Floor, Maker Chamber VI, Nariman Point, Mumbai 400021, 12th day of, April 2010 at 11.00 a.m., 11.30 a.m. and 12:00 noon respectively or any adjournment or adjournments thereof. 9. The Chairman appointed for the meetings do issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the scheme / Resolution, if any, proposed at the meeting by any person(s). 10. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 Equity Shareholders present in person. 11. That quorum for the aforesaid meeting of the Secured Creditors shall be 2 Secured Creditors present in person or by proxy or through authorised representative. 12. That quorum for the aforesaid meeting of the Unsecured Creditors shall be 3 Unsecured Creditors present in person or by proxy or through authorised representative. 5 13. That voting by proxy authorised representative be permitted, provided that a proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at Plot No 94, Marol Co-operative Industrial Estate, Andheri – Kurla Road, Andheri (East), Mumbai 400059, Maharashtra not later than 48 hours before the meetings, as provided under Rule 70 of the Companies (Court) Rules, 1959. 14. That the value of the Equity Shareholders, Secured Creditors and Unsecured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meetings. 15. That the Chairman appointed for the meetings do report to this Court the result of the said meetings within 30 days of the conclusion of the respective meetings and the said report shall be verified by his affidavit. ( S. J. Kathawalla, J.) 6