IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 174 OF 2010 In the matter of the Companies Act,1956 AND In the matter of Sections 391 and 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement In the matter of Mumbai Realty Division of Ethix Realtors Private Limited AND In the matter of Ethix Realtors Private Limited a company registered under the Companies Act, 1956 and having its Registered Office at Sanskriti, plot no 2,Citi park, S.No 586/A/B/1,Bibwewadi, Pune – 411 037 in the State of Maharashtra. AND In the matter of Euro Ceramics Limited a company registered under the Companies Act, 1956 and having its registered office at Boston House, Ground Floor, Suren Road, Chakala, Andheri (East), Mumbai – 400 093 AND Demerger of the Mumbai Realty Division of Ethix Realtors Private 2 Limited as a going concern to Euro Ceramics Limited Ethix Realtors Private Limited ) A Company registered under the Companies ) ) Act, 1956 having its Registered Office at ) Sanskriti, Plot No 2, Citi Park, S.No 586/A/B/1, Bibwewadi, Pune – 411 037 ) ) ) Applicant Called Summons for Direction Coram: S. J. Kathawalla J Date : 12th March, 2010 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocate for Applicants. MINUTES OF ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., for Applicant, AND upon reading the Affidavit dated 4th March, 2009 of Mr. Dharmesh Kishore Gathani, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: - 3 1. That the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement involving the Demerger of the Mumbai Realty Division of Ethix Realtors Private Limited as a going concern to Euro Ceramics Limited is dispensed with in view of the Consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit D to D-3 to the Affidavit in Support of the Summons for Direction 2. That the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement involving the Demerger of the Mumbai Realty Division of Ethix Realtors Private Limited as a going concern to Euro Ceramics Limited is dispensed with in view of the consents given by both the Secured Creditors of the Applicant Company which are annexed as Exhibit F and F-1 to the Affidavit in Support of Summons for Direction. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought 4 fit, approving, with or without modification, the Scheme of Arrangement involving the Demerger of the Mumbai Realty Division of Ethix Realtors Private Limited as a going concern to Euro Ceramics Limited is dispensed with in view of the Consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits H to H-16 to the Affidavit in Support of Summons for Direction. (S. J. Kathawalla, J)