IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1643 OF 2008 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 Composite Scheme of Arrangement and Amalgamation between AKK Equity Research Private Limited (‘First Demerged Company’ or ‘First Transferor Company’) And ASK Investment and Financial Consultants Private Limited (‘Second Transferor Company’) And SKK Finvest Private Limited (‘Second Demerged Company’ or ‘Third Transferor Company’) And Flora Realty Private Limited (‘First Resulting Company’) And Grace Real Estates Private Limited (‘Second Resulting Company’) And ASK Investment Holdings Private Limited (‘Third Demerged Company’ or ‘The Transferee Company’) And Fiorina Realty Private Limited (‘Third Resulting Company’) And their respective Shareholders. FLORA REALTY PRIVATE LIMITED , a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Bandbox House, 1st Floor, 254 – D, Dr. Annie Besant Road, Worli, Mumbai 400 025 ) ) ) ) ) ) ……..Applicant Company Called for Summons for Directions Coram: A.M. Khanwilkar J Date : 12 th December, 2008 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed 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 5th day of December, 2008 of Mr. Nishith Shah, Constituted Power of Attorney Holder of Mr. Asit Koticha, the Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of FLORA REALTY PRIVATE LIMITED, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Composite Scheme of Arrangement and Amalgamation between AKK Equity Research Private Limited, First Demerged/ First Transferor Company and ASK Investment and Financial Consultants Private Limited, Second Transferor Company and SKK Finvest Private Limited, Second Demerged/ Third Transferor Company and Flora Realty Private Limited, First Resulting Company and Grace Real Estates Private Limited, Second Resulting Company and ASK Investment Holdings Private Limited, Third Demerged/ The Transferee Company and Fiorina Realty Private Limited, Third Resulting Company and their respective Shareholders, Scheme, is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C5 to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph (40) of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. There are no Unsecured Creditors of the Applicant Company as mentioned in paragraph (41) of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Unsecured Creditors does not arise. COMPANY JUDGE 0.0.0.0.0.0.1