1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 207 OF 2011 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 Arrangement Between Chemical Process Equipments Private Limited ( ‘the Demerged Company’) And Rajpurohit Projects Private Limited (‘‘the Resulting Company‘) And Their Respective Shareholders RAJPUROHIT PROJECTS PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at Rajpurohit Projects Private Limited, CPE Plots, BSD Marg, Govandi (East), Mumbai - 400088 ) ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S.J. VAZIFDAR, J Date: 1st April 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 28th day of February, 2011 of Mr. Ashwin Rajpurohit, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT: 2 1. The convening and holding the meeting of the Equity Shareholders of Rajpurohit Projects Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between Chemical Process Equipments Private Limited ( ‘the Demerged Company’) and Rajpurohit Projects Private Limited (‘the Resulting Company’) and their respective shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘H1’ and ‘H2’ to the Affidavit in support of Summons for Directions. 2. There are no Secured Creditors in the Applicant Company as stated in paragraph 16 of the Affidavit in support of Company Summons for Direction . Hence, the question of convening and holding of meeting of Secured Creditors does not arise. 3. 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 Arrangement between Chemical Process Equipments Private Limited, (‘the Demerged Company’) and Rajpurohit Projects Private Limited (‘the Resulting Company’) and their respective shareholders is dispensed with in view of the consents given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibits ‘J’ to the Affidavit in support of Summons for Direction. (S.J. VAZIFDAR, J)