IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 5 OF 2010 In the matter of Companies Act 1956. And In the matter of Section 391 and 394 read with Section 100 to 103 of the Companies Act, 1956. And In the matter of Rounak Infotech & Infrastructure Private Limited having its Registered Office at 401, Rupa Plaza, Jawahar Road, Ghatkopar (East), Mumbai- 400 077. And In the Matter of Vishal Fine Builders Private Limited having its Registered Office at 401, Rupa Plaza, Jawahar Road, Ghatkopar (East), Mumbai- 400 077. And 2 In the matter of Rupa Infotech & Infrastructure Private Limited. having its Registered Office at 401, Rupa Plaza, Jawahar Road, Ghatkopar (East), Mumbai- 400 077 And In the matter of the Scheme of Amalgamation of Rounak Infotech & Infrastructure Private Limited and Vishal Fine Builders Private Limited with Rupa Infotech & Infrastructure Private Limited. Rupa Infotech & Infrastructure } Private Limited } A Company incorporated under the } Indian Companies Act, 1956 } having its Registered Office at } 401 Rupa Plaza, Jawahar Road, } Ghatkopar (East), Mumbai 400 077 } …Applicant Called Summons for Direction Coram: S. J. Kathawalla J Date : 8th January, 2010 3 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocate for Applicants. MINUTES OF ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., for Applicant, AND upon reading the Affidavit dated 24th December, 2009 of Mr. Bimal J. Desai, Director of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: - 1. That 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 Amalgamation of Rounak Infotech & Infrastructure Private Limited and Vishal Fine Builders Private Limited with Rupa Infotech & Infrastructure Private Limited. (the Applicant Company herein),be dispensed with in view of the consents given by all the Equity Share holders of the Applicant Company which are annexed as Exhibit K-1 to K-15 to the Affidavit in Support of Summons for Direction. 2. That convening and holding the meeting of the only Secured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation of Rounak Infotech & Infrastructure 4 Private Limited and Vishal Fine Builders Private Limited with Rupa Infotech & Infrastructure Private Limited. (the Applicant Company herein) is dispensed with in view of the undertaking given by the Applicants in paragraph 21 of the Affidavit in Support of Summons For Directions. The Applicant undertakes to issue individual notice of date of Hearing of petition by R.P.A.D to the Secured Creditor. The said undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation of Rounak Infotech & Infrastructure Private Limited and Vishal Fine Builders Private Limited with Rupa Infotech & Infrastructure Private Limited. (the Applicant Company herein) is dispensed with in view of the undertaking given by the Applicants in paragraph 22 of the Affidavit in Support of Summons For Directions. The Applicant undertakes to procure as much as possible the consents of the said Unsecured Creditors and shall annex the same to the Company Petition and shall give Notice of Petition by R.P.A.D. upon Unsecured Creditors whose consents are not obtained and annexed to the Company Petition. The said undertaking is accepted. ( S. J. Kathawalla, J)