IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1265 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of PATEL HOLDINGS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Natasha, 52, Hill Road, Bandra (W), Mumbai – 400 050. AND In the matter of SCHEME OF AMALGAMATION BETWEEN PATEL MANAGEMENT CONSULTANCY PRIVATE LIMITED AND YASMIN FINANCE & TRADING PRIVATE LIMITED, … Transferor Companies AND PATEL HOLDINGS LIMITED. ..Transferee Company PATEL HOLDINGS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at “ Natasha, 52, Hill Road, Bandra (W), Mumbai – 400 050 ……Applicant / Transferee Company Called Summons for Direction Coram: Dr. D. Y. Chandrachud J. Date : 4th December 2009 1 Mr. H.N. Thakore a/w Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates for Applicant. MINUTES OF THE ORDER UPON the application of Patel Holdings Limited, the Applicant above named by Summons for Direction AND UPON hearing Mr. Naser Ali Rizvi, Advocate for the Company, and upon reading the Affidavit dated 25th November, 2009 of Mr. Sanjeev Moghe, Authorised Signatory of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘J’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of PATEL MANAGEMENT CONSULTANCY PRIVATE LIMITED and YASMIN FINANCE & TRADING PRIVATE LIMITED, Transferor Companies with PATEL HOLDINGS LIMITED, the Applicant / Transferee Company, is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferee Company, which are annexed as Exhibits ‘N-1 to N-7 ’ to the Affidavit – in – Support of the Summons for Directions. 2. That convening and holding of the Meeting of the Preference Shareholders, of the Applicant / Transferee Company, for the 2 purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of PATEL MANAGEMENT CONSULTANCY PRIVATE LIMITED and YASMIN FINANCE & TRADING PRIVATE LIMITED, Transferor Companies with PATEL HOLDINGS LIMITED, the Applicant / Transferee Company is dispensed in view of the consents given by the sole Preference Shareholder of the Applicant / Transferee Company, which is annexed as Exhibit ‘O’ to the Affidavit – in – Support of the Summons for Directions. 3. That convening and holding of the Meeting of the Secured Creditors, of the Applicant / Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of PATEL MANAGEMENT CONSULTANCY PRIVATE LIMITED and YASMIN FINANCE & TRADING PRIVATE LIMITED, Transferor Companies with PATEL HOLDINGS LIMITED, the Applicant / Transferee Company is dispensed with in view of the averments made in paragraph 37 of the Affidavit – in – Support of the Summons for Direction. The Applicant undertakes to give individual notice of the date of hearing of Petition by Registered Post A. D. to its sole Secured Creditor whose consent is not obtained. The said Undertaking is accepted. 3 4. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant / Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of PATEL MANAGEMENT CONSULTANCY PRIVATE LIMITED and YASMIN FINANCE & TRADING PRIVATE LIMITED, Transferor Companies with PATEL HOLDINGS LIMITED, the Applicant / Transferee Company is dispensed with in view of the averments made in paragraph 38 of the Affidavit – in – Support of the Summons for Direction and in view of the consents as given by 7 out of 316 Unsecured Creditors of the Applicant Company representing 2.22% in number and 36.07% in value of the total unsecured creditors, which are annexed as Exhibits ‘P-1’ to ‘P-7’ to the Affidavit – in – Support of the Summons for directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted. (Dr. D. Y. Chandrachud, J.) 4