1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 562 OF 2010 In the matter of Section 80,100, 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Reconstruction and Arrangement between Inga Management & Investment Private Limited and Shastha Advisors Private Limited and Berkshire Advisors Private Limited their Respective Shareholders. Berkshire Advisors Private Limited } A Company incorporated under the provisions } of Companies act, 1956 having its Registered } Office at 3/3, Seema Society, N Dutta Marg, } Andheri (West), Mumbai – 400 053 }….Applicant Called for Summons for Direction Coram: S.J. KATHAWALLA J Date : 27TH August 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed 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 22nd day of August 2010 of Mr. Ashwani Deedwania, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Berkshire Advisors Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Reconstruction and Arrangement between Inga Management & Investment Private Limited and Shastha Advisors Private Limited and Berkshire Advisors Private Limited, the Applicant Company their Respective Shareholders is dispensed with in view of the consents given by all the 2 Equity Shareholders of the Applicant Company, which are annexed as Exhibits J1 & J2 to the affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the Preference shareholders of Berkshire Advisors Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Reconstruction and Arrangement between Inga Management & Investment Private Limited and Shastha Advisors Private Limited and Berkshire Advisors Private Limited, the Applicant Company their Respective Shareholders is dispensed with in view of the consents given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibits K1 & K2 to the affidavit in support of Company Summons for Direction. 3. That there are no Secured & Unsecured Creditors in the Applicant Company, as mentioned in the paragraph thirty four of the Affidavit in support of Company Summon for Direction, hence, the question of convening and holding the meeting of Secured & Unsecured Creditors dose not arise. 4. In view of averments made in paragraph nine of the affidavit in support of Company Summons for Direction and the Applicant Company having passed Special Resolution annexed at Exhibit-D to the affidavit in support of Comp any Summons for Direction, the procedure as prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with as there is no diminution of liability in respect of unpaid share capital or payment to shareholder of any paid up share Capital. (S.J. KATHAWALLA)