1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 291 OF 2011. In the matter of the Companies Act, 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 of SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED and VISHWAS FINVEST PRIVATE LIMITED and KINJAL MERCANTILE PRIVATE LIMITED with AMISH INFRASTRUCTURE PRIVATE LIMITED SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at C-21, 9th Floor, Housefin Bhavan, Bandra Kurla Complex, Bandra, Mumbai-400 051. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 6th May, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 6th April, 2011 of Ms. Vandana Kacholia, Authorised Signatory of 2 the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED, the Applicant / First Transferor Company and VISHWAS FINVEST PRIVATE LIMITED, the Second Transferor Company and KINJAL MERCANTILE PRIVATE LIMITED, the Third Transferor Company with AMISH INFRASTRUCTURE PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” and “C-2” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 25 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED, the Applicant / First Transferor Company and VISHWAS FINVEST PRIVATE LIMITED, the Second Transferor Company and KINJAL MERCANTILE PRIVATE LIMITED, the Third Transferor Company with AMISH INFRASTRUCTURE PRIVATE LIMITED, the Transferee Company, is 3 dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “D-1” to “D-3” to the Affidavit in support of the Summons for Direction. (S. J. Vazifdar, J)