IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1522 OF 2008 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Surewin Trading Company Private Limited (‘the Transferor Company 1’) AND Supersoft Mercantile Company Private Limited (‘the Transferor Company 2’ ) AND Highzone Mercantile Company Private Limited (‘the Transferor Company 3’) AND Peninsula IT Parks Private Limited (‘the Transferor Company 4’) WITH Onestar Mercantile Company Private Limited (‘the Transferee Company’) AND their respective shareholders and creditors SUPERSOFT MERCANTILE COMPANY PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Peninsula Spenta Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel Mumbai - 400 013. ) ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction 1 Coram: A. M. KHANWILKAR, J Date: 14 th November, 2008 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th day of November, 2008 of Mr. Kausik Nath the constituted Power of Attorney Holder of Mr. Harshvardhan A Piramal, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That the convening and holding the meeting of the Equity Shareholders of Supersoft Mercantile Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Surewin Trading Company Private Limited and Supersoft Mercantile Company Private Limited and Highzone Mercantile Company Private Limited and Peninsula IT Parks Private Limited with Onestar Mercantile Company Private Limited and their respective 2 shareholders and creditors is dispensed with in view of the consents given by the all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit’s “D” to “D1” the affidavit in support of the Summons for Directions. 2) That there are no Secured Creditors of Supersoft Mercantile Private Limited, the Applicant Company, as mentioned in Paragraph 32 of the affidavit, in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding of the meeting of the Unsecured Creditors of Supersoft Mercantile Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Surewin Trading Company Private Limited and Supersoft Mercantile Company Private Limited and Highzone Mercantile Company Private Limited and Peninsula IT Parks Private Limited with Onestar Mercantile Company Private Limited and their respective shareholders and creditors is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant 3 Company, which are annexed as Exhibits “F” to “F1” to the affidavit in support of the Summons for Directions. Company Judge 4