IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 164 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of PRANAY LEASING AND FINANCE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 43, Deccan Court, S. V. Road, Bandra (W) Mumbai-400 050 AND In the matter of SCHEME OF AMALGAMATION BETWEEN PRANAY LEASING AND FINANCE LIMITED … Transferor Company AND INTEGRATED SPACES LIMITED …… Transferee Company PRANAY LEASING AND FINANCE LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 43, Deccan Court, S. V. Road, Bandra (W) Mumbai-400 050 ……Applicant / Transferor Company Called Summons for Direction Coram: S.C. Dharmadhikari, J. Date: 4th March, 2011 2 Mr. Naser Ali i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant MINUTES OF THE ORDER UPON the application of Integrated Spaces Limited, the Applicant abovenamed by Summons for Direction AND UPON hearing Mr. Naser Ali, Advocate for the Company and upon reading the Affidavit dated 24th February, 2011 of Ms. Megha Gupta, Authorised Signatory, in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation) IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders of the Applicant/Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of PRANAY LEASING AND FINANCE LIMITED the Applicant/Transferor Company with INTEGRATED SPACES LIMITED, the Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant /Transferor Company, which are annexed as Exhibits ‘D-1 to D-7’ to the Affidavit – in – Support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant/Transferor Company, as stated in paragraph 28 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding meetings of the Secured Creditors does not arise. 3. That convening and holding the Meeting of the Unsecured Creditors of the Applicant/Transferor Company, for the purpose of considering and, if 3 thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of PRANAY LEASING AND FINANCE LIMITED the Applicant/Transferor Company with INTEGRATED SPACES LIMITED, the Transferee Company is dispensed with in view of consents given by 6 out of 34 Unsecured Creditors of the Applicant/Transferor Company, which are annexed as Exhibits ‘E-01 to E-06’ to the Affidavit – in – Support of the Summons for Direction and in view of the averments made in paragraph 29 of the Affidavit – in – Support of the Summons for Direction. The Applicant undertakes to give individual notice of the date of hearing of Petition by Registered Post A. D. to the remaining Unsecured Creditors whose consents have not been obtained. The said Undertaking is accepted. (S.C. Dharmadhikari, J.)