IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 498 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of AUGUST INSURANCE AGENCY LIMITED (‘the First Transferor Company’) and E-RPG VENTURES LIMITED (‘the Second Transferor Company’) and RISA AUTOMATION SYSTEMS LIMITED (‘the Third Transferor Company’) and RPG DHOLPUR POWER COMPANY PRIVATE LIMITED (‘the Fourth Transferor Company’) and DUNCAN INSURANCE AGENCY LIMITED (‘the Fifth Transferor Company’) with ICE STONE COFFEE & DESSERT LIMITED (‘the Transferee Company’) and their respective shareholders RPG DHOLPUR POWER COMPANY PRIVATE LIMITED, a Company incorporated under the Companies Act, 1956 having its registered office at 463, Dr. Annie Besant Road, Worli, Mumbai-400030. ) ) ) ) ) ……Applicant Company 1 Called Summons for Direction Coram: S.J. Vazifdar, J. Date:23rd July, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocate for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed 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 16th day of July, 2010 of Ms. Archana Ramamurthy, Authorised Signatory of the Applicant Company, in support of Summons for Direction, IT IS ORDERED:- 1) That convening and holding the meeting of the Equity Shareholders of RPG Dholpur Power Company Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of August Insurance Agency Limited (‘the First Transferor Company’), e-RPG Ventures Limited (‘the Second Transferor Company’), RISA Automation Systems Limited (‘the Third Transferor Company’), RPG Dholpur Power Company Private Limited (‘the Applicant Company’ or ‘the Fourth 2 Transferor Company’) and Duncan Insurance Agency Limited (‘the Fifth Transferor Company’) with Ice Stone Coffee & Dessert Limited (‘the Transferee Company’) and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘D1’ to ‘D3’ to the Affidavit in support of Summons for Direction. 2) There are no Secured Creditors of RPG Dholpur Power Company Private Limited, the Applicant Company, as mentioned in paragraph 36 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding of the meeting of the Unsecured Creditors of RPG Dholpur Power Company Private Limited, the Applicant Company, for considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of August Insurance Agency Limited (‘the First Transferor Company’), e-RPG Ventures Limited (‘the Second Transferor Company’), RISA Automation Systems Limited (‘the Third Transferor Company’), RPG Dholpur Power Company Private Limited (‘the Applicant Company’ or ‘the Fourth Transferor Company’) and Duncan Insurance Agency Limited 3 (‘the Fifth Transferor Company’) with Ice Stone Coffee & Dessert Limited (‘the Transferee Company’) and their respective shareholders, is dispensed with in view of the consents given by the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits ‘F1’ and ‘F2’ to the affidavit in support of the Summons for Direction. (S. J. Vazifdar J.) 4