IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 165 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of INTEGRATED SPACES LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at ‘D’ Wing, Karma Sankalp, Corner of 6th and 7th Road, Rajawadi, Ghatkopar (East) Mumbai-400 077 AND In the matter of SCHEME OF AMALGAMATION BETWEEN PRANAY LEASING AND FINANCE LIMITED … Transferor Company AND INTEGRATED SPACES LIMITED …… Transferee Company INTEGRATED SPACES LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at ‘D’ Wing, Karma Sankalp, Corner of 6th and 7th Road, Rajawadi, Ghatkopar (East) Mumbai-400 077 ……Applicant / Transferee Company Called Summons for Direction Coram: S.C. Dharmadhikari J. Date: 4th March, 2011 2 Mr. Naser Ali i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant MINUTES OF THE ORDER UPON the application of Integrated Spaces Limited, the Applicant above named by Summons for Direction AND UPON hearing Mr. Naser Ali, Advocate for the Company and upon reading the Affidavit dated 24th February, 2011 of Ms. Megha Gupta, Company Secretary of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding the Meeting of the Equity Shareholders of the Applicant / Transferee Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of PRANAY LEASING AND FINANCE LIMITED, the Transferor Company with INTEGRATED SPACES LIMITED, the Applicant/Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferee Company, which are annexed as Exhibits ‘J-1 to J-7 ’ to the Affidavit – in – Support of the Summons for Direction. 2. That convening and holding the Meeting of the Secured Creditors of the Applicant / Transferee Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of PRANAY LEASING AND FINANCE LIMITED, the Transferor Company with INTEGRATED SPACES LIMITED, 3 the Applicant/Transferee Company is dispensed with in view of the averments made in paragraph 28 of the Affidavit – in – Support of the Summons for Direction. The Applicant undertakes to give individual notice of the date of hearing of Petition by Registered Post A. D. to its sole Secured Creditor whose consent is not obtained. The said Undertaking is accepted. 3. That convening and holding the Meeting of the Unsecured Creditors of the Applicant / Transferee Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of PRANAY LEASING AND FINANCE LIMITED, the Transferor Company with INTEGRATED SPACES LIMITED, the Applicant/Transferee Company is dispensed with in view of consents given by the 37 out of 93 Unsecured creditors of the Applicant/Transferee Company, which are annexed as Exhibits “K-1 to K-37” to the Affidavit – in – Support of the Summons for Direction and in view of the averments made in paragraph 29 of the said Affidavit. The Applicant undertakes to give individual notice of the date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents have not been obtained. The said Undertaking is accepted. (S.C. Dharmadhikari, J.)