1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.608 OF 2010 In the matter of Companies Act, 1956; And In the matter of the Sections 391 to 394 of the Companies Act, 1956; And In the matter of SKS Netgate Pvt. Ltd. company incorporated under the provisions of the Companies Act, 1956 having its registered office at 7S2, Samshiba Apartments, 7th Floor, Nargis Dutt Road, Pali Hill, Bandra (West), Mumbai 400 050, Maharashtra, India. And In the matter of Scheme of Arrangement for Amalgamation of: ‘ Avash Builders Pvt.Ltd.’ and ‘Energy Health Saps Pvt. Ltd.’ with ‘SKS Netgate Pvt.Ltd.’ and their respective shareholders and creditors. Energy Health Spas Pvt. Ltd. ) a company incorporated under the ) provisions of the Companies Act, ) 1956 having its registered office at ) 5th Floor, Diamond Square, CST Road, ) Kalina,Santacruz (E), Mumbai 400 098 ) ..…… Applicant Company/ Transferee Company. Called Summons for Direction Coram: S. J. Kathawalla,J Dated : 9th September 2010. 2 Ms.Sanidha Vedpathak i/b Maneksha & Sethna Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by Summons for Direction AND UPON HEARING Ms. Sanidha Vedpathak instructed by M/s.Maneksha & Sethna, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 18th August 2010 of Mr.Shailesh Dholakia, the Authorized Signatory of the Applicant Company and the Exhibits referred to therein, IT IS HEREBY ORDERED: (1) THAT convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of approving, with or without modification, the Arrangement embodied in the Scheme of Arrangement between Avash Builders Pvt. Ltd., Transferor Company No.1, Energy Health Spas Pvt. Ltd., Applicant/ Transferor Company No.2 and SKS Netgate Pvt. Ltd., the Transferee Company and their respective shareholders and creditors, is dispensed with in view of the consents in writing given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits B1to B5 to the Affidavit in support of the Summons for Direction. (2) There are no Secured Creditors of the Applicant Company, as stated in paragraph 22 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3 (3) THAT convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of approving, with or without modification, the Arrangement embodied in the Scheme of Arrangement between Avash Builders Pvt. Ltd.,Transferor Company No.1, Energy Health Spas Pvt. Ltd., Applicant/ Transferor Company No.2 and SKS Netgate Pvt. Ltd., the Transferee Company and their respective shareholders and creditors, is dispensed with in view of the consents in writing given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits D1 to D4 to the Affidavit in support of the Summons for Direction. (S. J. Kathawalla, J) 4 5 6 7 8 9