1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 802 OF 2010 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 Amalgamation and Arrangement between Baron Properties Private Limited (‘the First Transferor Company’) AND Growth Stream Properties Private Limited (‘ the First Resulting Company’) AND Nagarjuna Corporation Limited (‘the First Transferee Company’ or ‘the Second Resulting Company’) AND Nagarjuna Holdings Private Limited ( ‘the First Demerged Company‘ or ‘the Third Transferor Company’) AND Nagarjuna Management Services Private Limited (‘the Second Demerged Company‘ or ‘the Fourth Transferor Company’) AND White Stream Properties Private Limited (‘‘the Second Transferor Company’) AND White Stream Trading Private Limited (‘the Second Transferee Company’) AND Their Respective Shareholders Baron Properties Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at A/612, Dalamal Towers, 211, Nariman Point, Mumbai 400 021. ) ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. J. VAZIFDAR, J Date: 10TH December 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant 2 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th day of November, 2010 of Mr. T. Vamsi Krishna, Constituted Power of Attorney Holder of Mr. K. Rahul Raju, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Baron Properties Private Limited, the Applicant Company / the First Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Arrangement embodied in the Composite Scheme of Amalgamation and Arrangement of Baron Properties Private Limited, the Applicant/ First Transferor Company and Growth Stream Properties Private Limited, the First Resulting Company and Nagarjuna Corporation Limited, the First Transferee/Second Resulting Company and Nagarjuna Holdings Private Limited, the First Demerged/ Third Transferor Company and Nagarjuna Management Services Private Limited, the Second Demerged / Fourth Transferor Company and White Stream Properties Private Limited, the Second Transferor Company and White Stream Trading Private Limited, the Second Transferee Company and their respective Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘D1’ and ‘D2’ to the Affidavit in support of Company Summons for Direction . 3 2. That there are no Secured and Unsecured Creditors of Baron Properties Private Limited, the Applicant / First Transferor Company, as stated in Paragraph 41 and 42 of the Affidavit in support of Company Summons of Direction. Hence, the question of convening and holding of the meetings of Secured and Unsecured Creditors does not arise. (S.J. VAZIFDAR, J.)