IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.534 OF 2010 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of VIRTUAL CAPITAL ASSOICIATES (I) PVT. LTD., the Transferor Company with ASHAPURI FABRICS PVT. LTD., the Transferee Company. M/S. VIRTUAL CAPITAL ASSOCIATES (I) PVT. LTD., a company incorporated under the Companies Act, 1956 having its registered office at 18/20, Govind Building, 140/142, Princess Street, Kalbadevi Road, Mumbai-400002. ) ) ) ) ) … Applicant Company. ) (Transferor Company ) Called for Summons for Direction Coram: S. J. VAZIFDAR, J. Date: 30th July, 2010. Mr. B. B. Parekh and Mr. A. W. Ansari, Advocates for the Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. B. B. Parekh and Mr. A. W. Ansari, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st day of July, 2010 of Mr. Vinod Kumar Sharma, Authorised Signatory of the 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 Arrangement embodied in the Scheme of Amalgamation of M/S.VIRTUAL CAPITAL ASSOCIATES (I) PVT. LTD., the Transferor Company with M/S.ASHAPURI FABRICS PVT. LTD., the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as on date, which is annexed as Exhibit “B” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Appellant Company, as mentioned in paragraph 16 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors deeds not arise. 2 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation is dispensed with in view of the consent given by all the unsecured creditors of the Applicant Company, which are annexed as “Exhibit “C” to the affidavit in support of the Summons for Direction. (S.J. Vazifdar, J.) 3