1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 851 OF 2010. 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 CHERRYPINK PICKINGS INVESTMENT LIMITED and SUNFLOWER BUSINESS FINANCE PRIVATE LIMITED and RAJVANSHI INVESTMENTS PRIVATE LIMITED with INDIGO INVESTMENT LIMITED RAJVANSHI INVESTMENTS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 317/321, 2nd Floor, Prospect Chambers, Dr. D N. Road, Fort, Mumbai – 400 001 ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 23rd December, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate 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., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 20th December, 2010 of Mr. S. P. Gupta, Authorised Signatory of 2 the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, 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 Scheme of Amalgamation of CHERRYPINK PICKINGS INVESTMENT LIMITED, the First Transferor Company and SUNFLOWER BUSINESS FINANCE PRIVATE LIMITED, the Second Transferor Company and RAJVANSHI INVESTMENTS PRIVATE LIMITED, the Applicant / Third Transferor Company with INDIGO INVESTMENT LIMITED, the Transferee Company, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “B-1” and “B-2” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 25 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 the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of CHERRYPINK PICKINGS INVESTMENT LIMITED, the First Transferor Company and SUNFLOWER BUSINESS FINANCE PRIVATE LIMITED, the Second Transferor Company and RAJVANSHI INVESTMENTS PRIVATE LIMITED, the Applicant / Third Transferor Company with INDIGO INVESTMENT 3 LIMITED, the Transferee Company, is dispensed with in view of the consents given by both the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “C-1” and “C-2” to the Affidavit in support of the Summons for Direction. (S. J. Vazifdar, J)