1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1385 OF 2008 In the matter of the Companies Act 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 PERSEPOLIS HOLDINGS LIMITED with FLORA FOUNTAIN PROPERTIES LIMITED. FLORA FOUNTAIN PROPERTIES LIMITED, a Company incorporated under the Companies Act, 1956 having its registered office at 1513, Maker Chambers V, 221, Nariman Point, Mumbai – 400 021. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. A. Bobde, J Date: 26th September, 2008 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant. MINUTES OF THE ORDER IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of PERSEPOLIS HOLDINGS LIMITED, the Transferor Company with FLORA FOUNTAIN PROPERTIES LIMITED, “ the Applicant / Transferee Company” is dispensed with in view of the consents given by all the Equity Shareholders 2 of the Applicant Company, which are annexed as Exhibits “F1” to “F-7” to the affidavit dated 16th September, 2008 of Mr. Pavankumar Sanwarmal, Director of the Applicant Company in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 15 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the sole Unsecured Creditor of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of PERSEPOLIS HOLDINGS LIMITED, the Transferor Company with FLORA FOUNTAIN PROPERTIES LIMITED, “ the Applicant / Transferee Company” is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit “G” to the affidavit dated 16th September, 2008 of Mr. Pavankumar Sanwarmal, Director of the Applicant Company in support of the Summons for Direction. COMPANY JUDGE