IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.472 OF 2010 IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391 & 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SCHEME OF AMALGAMATION OF PAVE INVESTMENTS & LEASING PRIVATE LIMITED (TRANSFEROR COMPANY NO.1) AND EQUAL INVESTRADE PRIVATE LIMITED (TRANSFEROR COMPANY NO.2) AND KENWOOD STOCKFIN PRIVATE LIMITED (TRANSFEROR COMPANY NO.3) AND ZILMIL INVESTRADE PRIVATE LIMITED (TRANSFEROR COMPANY NO.4) WITH INFOCUS INVESTMENT PRIVATE LIMITED (TRANSFEREE COMPANY) INFOCUS INVESTMENT PRIVATE LIMITED ) A company incorporated under The Indian ) Companies Act, 1956, having its Registered ) Office at 2nd Floor, Tanna House, 11/A, ) Nathal Parekh Marg, Mumbai - 400 039 ) ….Transferee/Applicant Company Called Summons for Direction Coram: S. J. Vazifdar, J Date: 2nd, July, 2010 Mr. Nayan Rawal, Advocate for the Applicant 2 MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Nayan Rawal, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 30th March 2010 of Mr. Kamlesh Kareliya, Authorised Signatory of 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 of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving the Scheme of Amalgamation of Pave Investments & Leasing Private Limited, Transferor Company No.1, Equal Investrade Private Limited, Transferor Company No.2, Kenwood Stockfin Private Limited, Transferor Company No.3 and Zilmil Investrade Private Limited, Transferor Company No.4 with Infocus Investment Private Limited, the Applicant/Transferee Company is dispensed with, as all the Equity Shareholders of the Applicant Company have given their consents in writing to the Scheme, which are annexed as "Exhibit M” to the Affidavit in support of the Summons for Direction. 3 2. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 30 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise; 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, the Scheme of Amalgamation of Pave Investments & Leasing Private Limited, Transferor Company No.1, Equal Investrade Private Limited, Transferor Company No.2, Kenwood Stockfin Private Limited, Transferor Company No.3 and Zilmil Investrade Private Limited, Transferor Company No.4 with Infocus Investment Private Limited, the Applicant/Transferee Company is dispensed with, as the sole Unsecured Creditor of the Applicant Company have given his consent in writing to the Scheme, which is annexed as "Exhibit N" to the Affidavit in support of the Summons for Direction. (S. J. Vazifdar, J)