IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.311 OF 2011 In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956 of the Companies Act, 1956 AND In the matter of the Scheme of Arrangement between Flagship Infrastructure Private Limited. AND Neopro Technologies Private Limited. AND Flagship Developers Private Limited. AND Their Respective Shareholders. FLAGSHIP DEVELOPERS PRIVATE LIMITED ) a Company incorporated under the Companies ) Act, 1956 and having its Registered office at ) 917/19B, F C Road Near, British Library, ] Pune - 411 004 ) ....APPLICANT Called Summons for Direction CORAM: S. J. VAZIFDAR, J DATE : 6th MAY, 2011 Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for the Applicant Company MINUTES OF ORDER Upon the application of the Applicant abovenamed by a Company Summons for Direction AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocate for the Applicant Company, AND UPON 2 reading the Affidavit dated 15th day of April, 2011 of Abhijit Kadam, Authorised Signatory of the Applicant Company and the Exhibits therein referred to, IT IS ORDERED:- 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between Flagship Infrastructure Private Limited, the Demerged Company and Neopro Technologies Private Limited, the First Resulting Company and Flagship Developers Private Limited, the Applicant/Second Resulting 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 “I-1” and “I-2” to the Affidavit in Support of Company Summons for Direction. 2. That there are no Secured and Unsecured Creditors of the Applicant Company as stated in paragraph 28 of the Affidavit in Support of Company Summons for Direction. Hence, the question of convening and holding meeting of Secured and Unsecured Creditors does not arise. (S. J. VAZIFDAR, J)