IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 854 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited (“TMPL” or “the Transferor Company”) AND Peninsula Land Limited (“PLL” or “the Transferee Company”) AND their respective Shareholders and Creditors PENINSULA LAND LIMITED, a Company incorporated under the provisions of the Act No. 10 of 1866 and having its registered office at Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013. ) ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Direction. 2 Coram: S. J. Vazifdar, J. Date: 23rd December, 2010 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 Judges Summons AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st December, 2010 of Mr. Kausik Nath, Constituted Power of Attorney holder of Ms. Urvi A Piramal, Executive Chairperson of the Applicant Company, in support of Summons for Direction, IT IS ORDERED:: 1. That convening and holding of the meeting of the 5% Cumulative Redeemable Preference Shareholders holding 5% Cumulative Redeemable Preference Shares of Rs. 10 each of Peninsula Land Limited, the Applicant Company or the Transferee Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the 3 Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited, the Transferor Company and Peninsula Land Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consent given by the 5% Cumulative Redeemable Preference Shareholder holding 5% Cumulative Redeemable Preference Shares of Rs. 10 each of the Applicant Company, which is annexed as Exhibit E to the Affidavit in support of the Summons for Direction. ( S. J. Vazifdar, J. )