IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 636 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 Envision Properties Private Limited (‘EPPL’ or ‘Transferor Company’) With Best Design Properties Private Limited (‘BDPL’ or ‘Transferee Company’) And Their Respective Shareholders ENVISION PROPERTIES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at O1 & O2 Eden Hall, Dr. Annie Besant Road, Worli, Mumbai- 400018 ) ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 1st October, 2010 Mr. Rajesh Shah i/b.Rajesh Shah & Co., Advocates 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., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th September, 2010 of Mr B.D. Doshi, Constituted Power of Attorney Holder of Mr Tushar Parikh, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Envision Properties Private Limited, the Applicant Company, for the purpose of considering and, if 2 thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Envision Properties Private Limited with Best Design Properties Private Limited and their respective shareholders, is dispensed with in view of the consents given by the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1” to “C3” to the Affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the Sole Preference Shareholder of Envision Properties Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Envision Properties Private Limited with Best Design Properties Private Limited and their respective shareholders, is dispensed with in view of the consent given by the Sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit “D” to the Affidavit in support of the Summons for Direction. 3. That there are no Secured and Unsecured Creditors in the Applicant Company, as stated in paragraphs 15 and 16 of the 3 Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. (S. J. Kathawalla, J) 4