IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 762 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 and Arrangement of Topstar Mercantile Private Limited (the Transferor Company) AND Peninsula Land Limited (the Transferee Company) AND their respective shareholders and creditors TOPSTAR MERCANTILE PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013. ) ) ) ) ) ) ) ) ……..Applicant Company 2 Called Summons for Direction Coram: S. J. Vazifdar, J. Date: 26th November, 2010 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocates for the 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 M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 19th November, 2010 of Mr. Shardul Doshi, Constituted Power of Attorney holder of Mr. Harshvardhan A. Piramal, 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 of the meeting of the Equity Shareholders of Topstar Mercantile Private Limited, the Applicant / Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited, the Transferor Company with Peninsula Land Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, 3 which are annexed as Exhibits D1 and D2 to the Affidavit in support of the Summons for Direction. 2. That there are no Secured and Unsecured Creditors in Topstar Mercantile Private Limited, the Applicant /Transferor Company, as stated in paragraphs 16 and 17 of the Affidavit in support of the Summons for Direction. Hence the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. ( S. J. Vazifdar, J.)