1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIREC TION NO. 292 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 Scheme of Amalgamation of SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED and VISHWAS FINVEST PRIVATE LIMITED and KINJAL MERCANTILE PRIVATE LIMITED with AMISH INFRASTRUCTURE PRIVATE LIMITED VISHWAS FINVEST PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 12/D1, Estee Geejay Co-operative Housing Soceity, Sai Baba Nagar, Ground Floor, Borivali West, Mumbai-400 092. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 6th May, 2011 Mr. Rajesh Shah i/b M/s. 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 M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 6th April, 2011 of Ms. Vandana Kacholia, Authorised Signatory of 2 the Applicant 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 Scheme of Amalgamation of SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED, the First Transferor Company and VISHWAS FINVEST PRIVATE LIMITED, the Applicant / Second Transferor Company and KINJAL MERCANTILE PRIVATE LIMITED, the Third Transferor Company with AMISH INFRASTRUCTURE PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” and “C-2” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the sole Secured Creditor of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED, the First Transferor Company and VISHWAS FINVEST PRIVATE LIMITED, the Applicant / Second Transferor Company and KINJAL MERCANTILE PRIVATE LIMITED, The Third Transferor Company with AMISH INFRASTRUCTURE PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the consents given by the sole Secured Creditor of the Applicant Company, which is annexed as Exhibit “D” to the Affidavit in support of the Summons for Direction. 3 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 SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED, the First Transferor Company and VISHWAS FINVEST PRIVATE LIMITED, the Applicant / Second Transferor Company and KINJAL MERCANTILE PRIVATE LIMITED, the Third Transferor Company with AMISH INFRASTRUCTURE PRIVATE LIMITED, the 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 “E-1” to “E-10” to the Affidavit in support of the Summons for Direction. (S. J. Vazifdar, J)