1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 677 OF 2010 IN THE MATTER of Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 AND IN THE MATTER of Gold Gerg Finance Private Limited AND IN THE MATTER of the Composite Scheme of Arrangement for merger of Suncrown Smart Life Private Limited, Jay Kay Dee Rubber (India) Limited; and Green Meadows Developers and Estate Private Limited; with Cosmos Prime Projects Limited; and demerger of Investment Division of Gold Gerg Finance Private Limited into Cosmos Prime Projects Limited. Gold Gerg Finance Private Limited, a ) company incorporated under the ) Companies Act, 1956 and having ) its registered office at 201, Arihant ) Building, Agyari Lane, Tembhi Naka, ) Thane (W), Thane – 400601 ) … Applicant (Demerged Company) Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 15 th October, 2010. Mr. Yogesh Adhia, Advocate for the Applicant MINUTES OF THE ORDER 2 UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Yogesh Adhia, Advocate for Applicant Company, AND UPON READING the Affidavit dated 1 st October 2010 of Ms. Khushboo Jain, the Authorised Representative of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the 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 Arrangement for merger of Suncrown Smart Life Private Limited, Jay Kay Dee Rubber (India) Limited and Green Meadows Developers and Estate Private Limited (“the Transferor Companies”) with Cosmos Prime Projects Limited (“the Transferee Company”) and demerger of Investment Division of Gold Gerg Finance Private Limited (“the Demerged Company”) into Cosmos Prime Projects Limited (“the Resulting Company”), is dispensed with, as all the Equity Shareholders of the Applicant have given their consents in writing to the Scheme, which are annexed as Exhibits "H-1" to “H-3” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 36 of the Affidavit in support of the 3 Summons for Direction. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unecured Creditors of the Applicant abovenamed for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Arrangement for merger of Suncrown Smart Life Private Limited, Jay Kay Dee Rubber (India) Limited and Green Meadows Developers and Estate Private Limited (“the Transferor Companies”) with Cosmos Prime Projects Limited (“the Transferee Company”) and demerger of Investment Division of Gold Gerg Finance Private Limited (“the Demerged Company”) into Cosmos Prime Projects Limited (“the Resulting Company”), is dispensed in view of the in view of the consents given by both the Unsecured Creditors which are annexed as Exhibits “I-1” and “I-2” to the Affidavit in support of the Summons for Direction. (S. J. Kathawalla, J.)