IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 169 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 Topstar Realty Private Limited (‘Transferor Company’) With Jammin Recreation Private Limited (‘Transferee Company’) And their respective shareholders and creditors. TOPSTAR REALTY PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 2A, Saker Apartments, Pochkhanwala Road, Worli Colony, Mumbai 400 030. ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Directions 1 Coram: S. J. Kathawalla, J. Date:12th March, 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 Directions AND UPON HEARING Mr. RAJESH SHAH instructed by RAJESH SHAH & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6 day of March, 2010 of Mr Kaushik Nath, Constituted Power of Attorney Holder of Mr.Kamal Tiberwala of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Topstar Realty Private Limited, the Applicant Company, for the purpose of considering and, if 2 thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Scheme of Amalgamation of Topstar Realty Private Limited, Transferor Company with Jammin Recreation Private Limited, Transferee Company and their respective Shareholders and Creditors, Scheme, is dispensed with in view of the consent 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 Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 15 of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Topstar Realty Private Limited, the Applicant Company, for the purpose of considering and, if thought 3 fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Scheme of Amalgamation of Topstar Realty Private Limited, Transferor Company with Jammin Recreation Private Limited, Transferee Company and their respective Shareholders and Creditors, Scheme, is dispensed with in view of the consent given by the sole Unsecured Credtor of the Applicant Company, which is annexed as Exhibit “E” to the affidavit in support of the Summons for Directions. (S.J.Kathawalla J.) 4