IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 211 OF 2010. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Dorado Properties Private Limited, Neroli Investment & Trading Private Limited, Carina Construction Private Limited and Natant Investment Private Limited with Popley Diamond And Gold Plaza Private Limited and their respective shareholders CARINA CONSTRUCTION PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at C/O Popley Gold Plaza, Plot 188/A, Turner Road, Bandra (West), Mumbai-400 050. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date:1st April, 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 Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 22nd March, 2010 of Mr. Ramchand K. Popley, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of DORADO PROPERTIES PRIVATE LIMITED, the First Transferor Company, NEROLI INVESTMENT & TRADING PRIVATE LIMITED, the Second Transferor Company, CARINA CONSTRUCTION PRIVATE LIMITED, the Applicant / Third Transferor Company and NATANT INVESTMENT PRIVATE LIMITED, the Fourth Transferor Company with POPLEY DIAMOND AND GOLD PLAZA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibits “B-1” to “B-3” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 30 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 of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of DORADO PROPERTIES PRIVATE LIMITED, the First Transferor Company, NEROLI INVESTMENT & TRADING PRIVATE LIMITED, the Second Transferor Company, CARINA CONSTRUCTION PRIVATE LIMITED, the Applicant / Third Transferor Company and NATANT INVESTMENT PRIVATE LIMITED, the Fourth Transferor Company with POPLEY DIAMOND AND 2 GOLD PLAZA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by both the Unsecured Creditors of the Applicant Company as on date, which are annexed as Exhibits “C-1” and “C- 2” to the affidavit in support of the Summons for Direction. (S. J. Kathawalla, J) 3