IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.472 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 the Scheme of Amalgamation of CAMA PROPERTIES PRIVATE LIMITED AND SHAPOORJI PALLONJI SAMALPATTI OPERATOR SERVICES PRIVATE LIMITED WITH SHAPOORJI PALLONJI INFRASTRUCTURE CAPITAL COMPANY LIMITED. CAMA PROPERTIES PRIVATE LIMITED , a company incorporated under the Companies Act, 1956 having its Registered Office at 70, Nagindas Master Road, Fort, Mumbai – 400 023, Maharashtra. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 5th August, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 7th July, 2011 of Mr. Yashesh Bhatt, Authorised Person of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1 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 CAMA PROPERTIES PRIVATE LIMITED , the Applicant / First Transferor Company and SHAPOORJI PALLONJI SAMALPATTI OPERATOR SERVICES PRIVATE LIMITED, the Second Transferor Company with SHAPOORJI PALLONJI INFRASTRUCTURE CAPITAL COMPANY LIMITED , the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” to “G-3” 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 20 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 CAMA PROPERTIES PRIVATE LIMITED , the Applicant / First Transferor Company and SHAPOORJI PALLONJI SAMALPATTI OPERATOR SERVICES PRIVATE LIMITED the Second Transferor Company with SHAPOORJI PALLONJI INFRASTRUCTURE CAPITAL COMPANY LIMITED, the Transferee Company is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit “H-1” to the Affidavit in support of the Summons for Direction. 2 4. That the filing of the separate Application / Petition under Sections 391 to 394 of the Companies Act, 1956 by SHAPOORJI PALLONJI INFRASTRUCTURE CAPITAL COMPANY LIMITED, the Transferee Company, is dispensed with in view of the averments made in paragraphs 22 and 23 of the Affidavit in support of the Summons for Direction. (S. J. Kathawalla, J.) 3