IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.563 OF 2009 In the matter of Companies Act 1 of 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Arnita Consultants Private Limited and Arnita Engineers Private Limited and M/s. AFS Constructions Private Limited with Arnita SEZ Consultants Private Limited. And In the matter of Arnita SEZ Consultants Private Limited; Arnita SEZ Consultants Private Limited ) A Company incorporated under ) the Companies Act 1956 ) having its Registered Office ) at 305 to 308, Wellington Business ] Park -1, Marol, Andheri Kurla Road, ] Andheri (East) Mumbai 400 059. ]… Applicant Company - 1 CALLED SUMMONS FOR DIRECTIONS: CORAM : A.M. Khanwilkar, J. Date : 2nd May, 2009 Mr. Aurup Dasgupta i/b M/s. Jhangiani, Narula & Associates, Advocates for Applicant MINUTES OF THE ORDER Upon the Application of the abovementioned Applicant Company by Summons for Direction and upon hearing Mr. Aurup Dasgupta i/b M/s. Jhangiani, Narula & Associates, Advocates for Applicant Company, and upon reading the Affidavit dated 13th April 2009 Additional Affidavit dated 28th April 2009 of Aarti Agarwal, Director of Applicant Company, in support of Summons for Direction, and the exhibits therein referred to, IT IS ORDERED :- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Arnita Consultants Private Limited, Arnita Engineers Private Limited and AFS Constructions Private Limited the Transferor Companies with Arnita SEZ Consultants Private - 2 Limited, the Applicant/Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibit “C- 1” and “C-2” to the affidavit in support of the Summons for Direction. 2. There are no Secured and Unsecured creditors of the Applicant Company as mentioned in paragraph 3 of the Additional Affidavit in support of Summons for Direction, hence the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise Company Judge - 3