IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 537 OF 2011 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 between Calama Leasing & Finance Private Limited and Vassudev Real Estate Private Limited and Angira Finance & Leasing Private Limited and Carlysle Finance & Leasing Private Limited and Vasuki Finance & Leasing Private Limited and Sharvani Investments Private Limited and Costa Rica Investments Private Limited and Greenback Real Estate Private Limited and Salgaocar Industrial Projects Private Limited and Salgaocar Iron & Steel Company Private Limited and Saroyan Finance & Leasing Private Limited and Windermere Investments Private Limited and Mahadhan Real Estates Private Limited CALAMA LEASING & FINANCE PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 145-148 Jolly Maker Chamber, 14th Floor, 225, Nariman Point, Mumbai – 400 021. ) ) ) ) ) ) ) ) ) …….. APPLICANT COMPANY Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 9th September, 2011 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 Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of August, 2011 of Mr. A.E. Barreto, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the Meeting of the Equity Shareholders of Calama Leasing & Finance Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Calama Leasing & Finance Private Limited, Vassudev Real Estate Private Limited, Angira Finance & Leasing Private Limited, Carlysle Finance & Leasing Private Limited, Vasuki Finance & Leasing Private Limited, Sharvani Investments Private Limited, Costa Rica Investments Private Limited, Greenback Real Estate Private Limited, Salgaocar Industrial Projects Private Limited, Salgaocar Iron & Steel Company Private Limited, Saroyan Finance & Leasing Private Limited, Windermere Investments Private Limited and Mahadhan Real Estate 2 Private Limited is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘Q1’ and ‘Q2’ to the Affidavit in support of Summons for Direction. 2. That there are no Secured Creditors in Calama Leasing & Finance Private Limited, the Applicant Company, as mentioned in paragraph 71 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. That convening and holding the Meeting of the Unsecured Creditors of Calama Leasing & Finance Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Calama Leasing & Finance Private Limited, Vassudev Real Estate Private Limited, Angira Finance & Leasing Private Limited, Carlysle Finance & Leasing Private Limited, Vasuki Finance & Leasing Private Limited, Sharvani Investments Private Limited, Costa Rica Investments Private Limited, Greenback Real Estate Private Limited, Salgaocar Industrial Projects Private Limited, Salgaocar Iron & Steel Company Private Limited, Saroyan Finance & Leasing Private Limited, Windermere Investments Private Limited and Mahadhan Real Estates Private Limited is dispensed with in view of the consents given by both the Unsecured Creditors of the Applicant Company which are annexed as Exhibits ‘S1’ and ‘S2’ to the Affidavit in support of Summons for Direction. (S. C. Dharmadhikari, J.) 3