IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.590 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 OUR OWN PROPERTIES 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 Our Own Properties 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 Demerged Company and Our Own Properties Private Limited , the Applicant / 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 G-1 to G-3 to the affidavit in support of the Summons for Directions. 2 2. There are no Secured Creditors in the Applicant Company as mentioned in paragraph (16) 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. There are no Unsecured Creditors in the Applicant Company as mentioned in paragraph (17) of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Unsecured Creditors does not arise. Company Judge 3