IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 164 OF 2010 Called Summons for Direction Coram: S. J. Kathawalla J. Date: 5th March, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for Applicant 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 Amalgamation between Rustomjee Knowledge City Private Limited (‘RKCPL’ or ‘the Transferor Company’) and Ashray Dwellers Private Limited (‘ADPL’ or ‘the Transferee Company’) and Their Respective Shareholders ASHRAY DWELLERS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at JMC House, 3rd Floor, Bisleri Compound, Near Western Express Highway, Andheri (E), Mumbai 400 068 ) ) ) ) ) ) ) )……. Applicant Company 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 25th February, 2010 of Mr. Rajesh Shinde, Authorized Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Ashray Dwellers Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the proposed Scheme of Arrangement between Rustomjee Knowledge City Private Limited (‘RKCPL’ or ‘the Transferor Company’) and Ashray Dwellers Private Limited ( the Transferee Company ) and their respective Shareholders, be dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H1” and “H2” to the Affidavit in support of the Summons for Directions. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme is dispensed with in view of the averments made in paragraph 16 of the Affidavit in support of the 2 Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi, both circulated in Mumbai. The said undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The said undertaking is accepted. S. J. Kathawalla, J. 3