1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 693 OF 2011. In the matter of the Companies Act 1 of 1956; AND In the matter of Section 391 to 394 read with Section 78 and 100 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between RAGINI TRADING & INVESTMENTS LIMITED and PARISHRAM PROPERTIES PRIVATE LIMITED and SHREE GLOBAL TRADEFIN LIMITED and PRAGYA REALTY DEVELOPERS PRIVATE LIMITED and Their Respective Shareholders & Creditors PRAGYA REALTY DEVELOPERS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 208, Ashirwad, CHS, Ahmedabad Street, Carnac Bunder, Mumbai – 400009, Maharashtra. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S C. Dharmadhikari, J Date: 25th November, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the 2 Affidavit dated 11th day of November, 2011 of Mr. Deepak Mayekar, Director of the Applicant Company, in support of the Summons for Directions 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 Arrangement between RAGINI TRADING & INVESTMENTS LIMITED, the First Transferor / First Demerged Company and PARISHRAM PROPERTIES PRIVATE LIMITED, the Second Transferor / Second Demerged Company and SHREE GLOBAL TRADEFIN LIMITED, Transferee / Third Demerged Company and PRAGYA REALTY DEVELOPERS PRIVATE LIMITED, the Applicant / Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “K-1” and “K-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 meetings 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 Arrangement between RAGINI TRADING & INVESTMENTS LIMITED, the First Transferor / First Demerged Company and PARISHRAM PROPERTIES PRIVATE LIMITED, the Second Transferor / Second Demerged Company and SHREE GLOBAL TRADEFIN LIMITED, Transferee / Third Demerged Company and PRAGYA REALTY 3 DEVELOPERS PRIVATE LIMITED, the Applicant / Resulting Company is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibit “L-1” to “L-3” to the affidavit in support of the Summons for Direction. 4. That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting held on 12th October, 2011 of the Equity Shareholders of the Applicant Company and in view of the averments made in paragraph 26A of the Affidavit in support of Summons for Direction, that the reduction of Share Premium Account of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the interest of the Creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. (S C. Dharmadhikari, J)