IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRCTION NO.332 OF 2011 In the matter of Section 391 and 394 read with Section 78 and 100 to 103 of the Companies Act, 1956. And In the matter of Pipal Tree Ventures Private Limited And In the matter of the Scheme of Arrangement between Pipal Tree Ventures Private Limited and its Share holders PIPAL TREE VENTURES PRIVATE LIMITED,} a company incorporated under the } Companies Act, 1956 and having its } Registered Office at A/202, } Radium Apartment, Aarey Road, } Goregaon – East, Mumbai - 400063, } Maharashtra. } ...Applicant Company Called Summons for Direction Coram : S. J. Kathawalla J. Dated : 24th June, 2011 Mr. Rahul A. Risbud and Mr. Vikas Mahangare Advocate for Applicant. MINUTES OF ORDER UPON the Application of the above-named Applicant Company by Summons for Direction, AND UPON hearing Shri Rahul A. Risbud, Advocate for the Applicant Company, AND UPON reading the affidavit dated 16th March 2011 of Mr. Santosh Parulekar, Director of 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 Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between the Applicant Company and its shareholders, is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed at Exhibit H – 1 to Exhibit H - 4 to the Affidavit in Support of Summons for Direction. (2) That the convening and holding the meeting of Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between the Applicant Company and its shareholders, is dispensed with in view of consents given by all the Preference Shareholders of the Applicant Company which are annexed at Exhibit I – 1 to Exhibit I - 3 to the Affidavit in Support of Summons for Direction. (3) There are no Secured Creditors of the Applicant Company, as stated in paragraph 12.1 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (4) That the convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between the Applicant Company and its Unsecured Creditors, is dispensed with in view of consents given by all the Unsecured Creditors of the Applicant Company which are annexed at Exhibit J-1 to Exhibit J-3 to the Affidavit in Support of Summons for Direction. (5) That in view of the averments made in paragraph 27 of the Affidavit in support of Summons for Directions, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is dispensed with. (S. J. Kathawalla J.)