IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 597 OF 2010 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 City Pulse Developers Private Limited (‘CDPL’ or ‘Transferor Company’) With Future Deal Properties Private Limited (‘FDPL’ or ‘Transferee Company’) And Their Respective Shareholders CITY PULSE DEVELOPERS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Laxmi Building, 6, Shoorji Vallabhdas Marg, Ballard Estate, Mumbai 400001 ) ) ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 3rd September, 2010 Mr. Rajesh Shah i/b.Rajesh Shah & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 27th day of August, 2010 of Mr Abhijit Barua, Director of the Applicant Company, in support of Summons for Direction and Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of City Pulse Developers Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Scheme of Amalgamation of City Pulse Developers Private Limited, 2 the Applicant / Transferor Company with Future Deal Properties Private Limited, the Transferee Company and their Respective Shareholders, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1” and “C2” to the Affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the sole Preference Shareholder of City Pulse Developers Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Scheme of Amalgamation of City Pulse Developers Private Limited, the Applicant / Transferor Company with Future Deal Properties Private Limited, the Transferee Company and their Respective Shareholders, is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which 3 is annexed as Exhibit “C3” to the Affidavit in support of the Summons for Direction. 3. There are no Secured Creditors in the Applicant Company, as stated in paragraph 15 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4. That convening and holding the meeting of the sole unsecured creditor of City Pulse Developers Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Scheme of Amalgamation of City Pulse Developers Private Limited, the Applicant / Transferor Company with Future Deal Properties Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the consent given by the sole unsecured creditor of the Applicant Company, which is 4 annexed as Exhibit “D” to the Affidavit in support of the Summons for Direction. (S. J. Kathawalla, J.) 5