IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.926 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956 (Act I of 1956) AND In the matter of the Scheme of Arrangement and Amalgamation of Total Lubricants India Limited and Total Petroleum India Private Limited with Total LPG India Limited and their respective members Total Lubricants India Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 3rd Floor, The Leela Galleria, Andheri Kurla Road, Andheri (East) Mumbai 400059. ………….. APPLICANT Called Summons for Direction. CORAM: S. J. Kathawalla, J. DATE: 11th September, 2009 Mr. Harinder Toor, Counsel i/by J. Sagar Associates, Advocates for the Applicant. 1 MINUTES OF THE ORDER Upon the application of the abovementioned Company by Summons for Directions and UPON HEARING Mr. Harinder Toor, Counsel instructed by J. Sagar Associates, Mumbai for the Applicant and UPON READING the Affidavit dated 27th day of August 2009 of Mr. Jeetendra Daryani, Vice President Finance and Company Secretary of the Applicant Company in support of the Summons for Directions and the Exhibits therein referred to (Exhibit “B” being a copy of the proposed Scheme of Arrangement and Amalgamation and Exhibit “C” being the consent letter of the Equity Shareholders), IT IS ORDERED: 1. That the requirement of convening and holding a meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving with or without modification, the Scheme of Arrangement and Amalgamation of the Applicant, Total Lubricants India Limited and Total Petroleum India Private Limited with Total LPG India Limited, the transferee company, is hereby dispensed with, in view of the consent letters received from the Equity Shareholders of the Applicant giving their consent to dispense with the said meeting which is annexed as Exhibit “C” to the Affidavit in support of Summons for Directions. 2 2. That in view of the averments made and the undertaking given in paragraph 26 of the said Affidavit in support of the Summons for Directions, the meetings of the Secured and Unsecured Creditors of the Applicant to seek their approval to the said Scheme of Arrangement and Amalgamation is hereby dispensed with. The Applicant undertakes to give individual notice of hearing of the Petition for sanction of the Scheme of Arrangement and Amalgamation to all its Secured and Unsecured creditors by R.P.A.D. The said undertaking is accepted. Company Judge 3