IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.3 OF 2010 In the matter of Companies Act 1956. And In the matter of Section 391 and 394 read with Section 100 to 103 of the Companies Act, 1956. And In the matter of Rounak Infotech & Infrastructure Private Limited having its Registered Office at 401, Rupa Plaza, Jawahar Road, Ghatkopar (East), Mumbai- 400 077. And In the Matter of Vishal Fine Builders Private Limited having its Registered Office at 401, Rupa Plaza, Jawahar Road, Ghatkopar (East), Mumbai- 400 077. And 2 In the matter of Rupa Infotech & Infrastructure Private Limited. having its Registered Office at 401, Rupa Plaza, Jawahar Road, Ghatkopar (East), Mumbai- 400 077 And In the matter of the Scheme of Amalgamation of Rounak Infotech & Infrastructure Private Limited and Vishal Fine Builders Private Limited with Rupa Infotech & Infrastructure Private Limited. Rounak Infotech & infrastructure } Private Limited } A Company incorporated under the } Indian Companies Act, 1956 } having its Registered Office at } 401 Rupa Plaza, Jawahar Road, } Ghatkopar (East), Mumbai 400 077 } …Applicant Called Summons for Directions Coram: S. J. Kathawalla J Date : 8th January 2010 3 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocate for Applicants. MINUTES OF ORDER Upon the Application of the Applicant above named by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., for Applicant, AND upon reading the Affidavit dated 24th December, 2009 of Mr. Bimal J. Desai, Director of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: - 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation of Rounak Infotech & Infrastructure Private Limited (the Applicant Company herein) and Vishal Fine Builders Private Limited with Rupa Infotech & Infrastructure Private Limited, is dispensed with in view of the Consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits D-1 & D-2 to the Affidavit in Support of Summons for Directions 2. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without 4 modification, the Scheme of Amalgamation of Rounak Infotech & Infrastructure Private Limited (the Applicant Company herein) and Vishal Fine Builders Private Limited with Rupa Infotech & Infrastructure Private Limited, is dispensed with in view of the Consents given by all the Unsecured Creditors of the Applicant Company which is annexed as Exhibit E-1 & E-2 to the Affidavit in Support of Summons for Directions. 3. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 22 of Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S. J. Kathawalla, J)