IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1653 OF 2008 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with section 100 to 103 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement between Ajmera Realty & Infra India Limited (“the Demerged Company”) and Ajmera Precoated Steels Limited (“the Resulting Company”) and Their Respective Shareholders. AJMERA PRECOATED STEELS LIMITED , a company incorporated under the Companies Act, 1956 having its registered office at 2nd Floor, Citimall, Andheri Link Road, Andheri (West) Mumbai 400 053. ) ) ) ) ) ) )……Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar J. Date: 12 th December, 2008 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th day of December, 2008 of Mr. O. P. Gandhi, Authorised Signatory of the Applicant Company and Additional Affidavit dated 10th December, 2008 of Mr. Harish Agrawal, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Ajmera Precoated Steels Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Composite Scheme of Arrangement between Ajmera Realty & Infra India Limited, the Demerged Company and Ajmera Precoated Steels Limited, the Applicant / Resulting Company and their respective shareholders is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company which are annexed as Exhibits H1 to H7 to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of Ajmera Precoated Steels Limited , the Applicant Company, as mentioned in paragraph 16 of the affidavit in support of the Summons for Directions, 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 Ajmera Precoated Steels Limited, the Applicant Company , to consider and, if thought fit, approve, with or without modifications, the proposed Composite Scheme of Arrangement between Ajmera Realty & Infra India Limited , the Demerged Company and Ajmera Precoated Steels Limited, the Applicant / the Resulting Company and their respective shareholders is dispensed with in view of the consents given by all the Unsecured Creditors which are annexed as Exhibits I-1 & I-2 to the affidavit in support of the Summons for Directions. 4. In view of the averment made in paragraph 4 of the additional affidavit dated 10th December, 2008 of Harish Agrawal, Authorized Signatory in furtherance of affidavit dated 5th day of December, 2008 of Mr. O. P. Gandhi, Authorized Signatory, in support of the Summons for Directions, the procedure prescribed u/s 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in the aforesaid Court convened meeting to be held on 12th January, 2009 of Equity Shareholders for reduction of Equity Share Capital under section 100 of the Companies Act, 1956. The said undertaking is accepted. Company Judge