IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 965 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Summit Securities Limited (“the First Transferor Company”) and Brabourne Enterprises Limited (“the Second Transferor Company”) and Octav Investments Limited (“the Third Transferor Company”) and CHI Investments Limited (“the Fourth Transferor Company”) and RPG Itochu Finance Limited (“the First Transferee Company”) and Instant Holdings Limited (“the Fifth Transferor Company”) and KEC Holdings Limited (“the Second Transferee Company”) and Their Respective Shareholders OCTAV INVESTMENTS LIMITED , a company incorporated under the Companies Act, 1956 and having its registered office at 1st Floor, CEAT Mahal, 463, Dr. Annie Besant Road, Worli, Mumbai – 400 030. ) ) ) ) ) ) ) ) ……. Applicant Company Called Summons for Direction Coram: S.J. Kathawalla J. Date: 18th September, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th September, 2009 of Mr. A V Nerurkar, Authorised Signatory 2 of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of Octav Investments Limited, the Applicant Company be convened and held at The Auditorium at Textiles Committee, next to Trade Plaza (TATA Press), P. Balu, Prabhadevi Chowk, Prabhadevi, Mumbai 400 025 on Monday, 26th day of October, 2009 at 10 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Summit Securities Limited and Brabourne Enterprises Limited and Octav Investments Limited and CHI Investments Limited and RPG Itochu Finance Limited and Instant Holdings Limited and KEC Holdings Limited and their Respective Shareholders. 2. That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as 3 aforesaid, a notice convening the said meeting, at the place and time aforesaid and stating that copies of 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 the office of its advocates, shall be published once each in Free Press Journal in English, and Maharashtra Times in Marathi, both circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said meeting 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 posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 4 4. 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 a) issue Notice convening meeting of the shareholders as per Form No. 36 (Rule 73) b) issue Form of Proxy as per Form No. 37 (Rule 73) c) advertise the Notice convening meeting as per Form No. 38 (Rule 74) d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted. 5. That Justice M. H. Kania (Retired Chief Justice of India), failing him, Mr. H N Singh Rajpoot, Authorised Signatory of the Applicant Company, failing him, Mr. T M Elavia, Chairman of the Applicant Company, failing him, Mr. Suresh Mathew, 5 Director of the Applicant Company of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at The Auditorium at Textiles Committee, next to Trade Plaza (TATA Press), P. Balu, Prabhadevi Chowk, Prabhadevi, Mumbai 400 025 on Monday, 26th day of October, 2009 at 10 a.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the notices of the meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) shareholders present in person. 8. That voting by proxy/ authorized 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 1st Floor, CEAT Mahal, 463, Dr. Annie Besant Road, Worli, Mumbai – 400 030, Maharashtra, not later than, 48 6 hours before the aforesaid meeting, as provided under Rule 70 of the Company Court Rules, 1959. 9. That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 10. That the Chairman do report to this Court, the result of the aforesaid meetings within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. There are no Secured Creditors of the Applicant Company as mentioned in paragraph (43) of the affidavit in support of the summon for Directions, hence, the question of convening and holding of the meeting of secured creditors does not arise. 7 12. There are no Unsecured Creditors of the Applicant Company as mentioned in paragraph (44) of the affidavit in support of the summon for Directions, hence, the question of convening and holding of the meeting of unsecured creditors does not arise. Company Judge 8