IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.589 OF 2009 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 Arrangement between Tracstar Investments Private Limited (‘TIPL’ or ‘the Demerged Company’) and Our Own Properties Private Limited (‘OOPPL’ or ‘the Resulting Company’) and their respective shareholders and creditors TRACSTAR INVESTMENTS PRIVATE LIMITED , a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 394-C, Lamington Chambers, Lamington Road, Mumbai - 400 004 ) ) ) ) ) ) …..Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar, J Date: 8th May, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 2nd day of May, 2009 of Mr. Prakash Ratilal Pandya, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That the convening and holding of the meeting of the Equity Shareholders of Tracstar Investments 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 Scheme of Arrangement between Tracstar Investments Private Limited, the Applicant / Demerged Company and Our Own Properties Private Limited ,the Resulting Company and their respective Shareholders and Creditors is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which is annexed as Exhibit C-1 to C-3 to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors in the Applicant Company as mentioned in paragraph (16) of the affidavit in support of the 2 Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That the meeting of the Unsecured Creditors of Tracstar Investments Private Limited , the Applicant Company be convened and held at 394-C, Lamington Chambers, Lamington Road, Mumbai - 400 004, on Monday, the 15 th day of June, 2009 at 11:30 a.m. for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Tracstar Investments Private Limited ,the Applicant / Demerged Company and Our Own Properties Private Limited, the Resulting Company and their respective Shareholders and Creditors. 4. That at least 21 clear days before the meeting of the Unsecured Creditors of the Applicant Company to be held as aforesaid, a notice convening the said meetings, at the place and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in 3 Mumbai. Publication in Maharashtra Government Gazette is dispensed. 5. That, in addition, at least 21 clear days before the said meeting of the Unsecured Creditors of the Applicant Company, to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Unsecured Creditors of the Applicant Company at their respective registered or last known addresses. 6. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: a) issue Notice convening meetings of the Unsecured Creditors as per Form No. 36 (Rule 73) b) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; c) issue Form of Proxy as per Form No. 37 (Rule 73) 4 d) advertise the Notice convening meetings as per Form No. 38 (Rule 74) The undertaking is accepted 7. Mr. R. L. Jain, Authorised Person of the Applicant Company, failing him, Mr. Prakash Ratilal Pandya, Director of the Applicant Company, and failing him, Mr. S. S. Sanyal, Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at 394-C, Lamington Chambers, Lamington Road, Mumbai - 400 004, on Monday, the 15th day of June, 2009 or any adjournment or adjournments thereof. 8. That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the notices of the meeting referred to above. 9. That quorum for the aforesaid meeting of Unsecured Creditors shall be 5 (Five) members present in person or proxy or authorized representative. 10. That voting by proxy/ authorized representative be permitted, provided that a proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 394-C, Lamington Chambers, Lamington Road, Mumbai - 400 004, not 5 later than 48 hours before the aforesaid meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 11.That the amount due to each unsecured creditor shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 12.That the Chairman do report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. Company Judge 6