IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 633 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 APSARA TREX PRIVATE LIMITED and SHREYA TIE-UP PRIVATE LIMITED with KAYGEE INVESTMENTS PRIVATE LIMITED. KAYGEE INVESTMENTS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 1701/1702, 17th Floor, Oberoi Sky Heights, Lokhandwala Complex, Andheri (West), Mumbai -400 053. ) ) ) ) ) ) … Applicant Company. Called out Summons for Direction Coram: S. J. Kathawalla, J Date: 1st October, 2010 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 Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 9th day of September, 2010 of Mr. Prashant Godha, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the exhibit 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 APSARA TREX PRIVATE LIMITED, the First Transferor Company and SHREYA TIE-UP PRIVATE LIMITED, the Second Transferor Company with KAYGEE INVESTMENTS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibits “H-1” to “H-8” to the affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of APSARA TREX PRIVATE LIMITED, the First Transferor Company and SHREYA TIE-UP PRIVATE LIMITED, the Second Transferor Company with KAYGEE INVESTMENTS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the averments made in paragraph 20 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to give individual notice of date of hearing of Petition by Registered Post A.D to all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi both having circulation in Mumbai. The said undertaking is accepted. 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 of APSARA TREX PRIVATE 2 2 LIMITED, the First Transferor Company and SHREYA TIE-UP PRIVATE LIMITED, the Second Transferor Company with KAYGEE INVESTMENTS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “J-1” to “J-6” to the affidavit in support of the Summons for Direction. 4. That the Applicant Company having passed the Special Resolution at the Annual General Meeting of the Equity Shareholders of the Applicant Company held on 29th July, 2010 and in view of the averments made in paragraph 22 of the Affidavit in support of Summons for Direction stating that the reduction of Equity Share capital 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 and that the same shall be effected as a part of the proposed Scheme of Amalgamation the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with (S. J. Kathawalla, J) 3 3