Iifl Properties Private Limited(Formerly Known As Ultra Sign And Display Pvt. Ltd.) v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 778 OF 2016. In the matter of the Companies Act (1 of 1956);

AND In the matter of Sections 391 to 394 of the Companies Act, 1956;

AND In the matter of Scheme of Amalgamation BETWEEN IIFL Properties Private Limited (Formerly known as 'Ultra Sign and Display Private Limited') ('IPPL' or 'the Transferor Company') WITH IIFL Facilities Services Limited (Formerly known as 'IIFL Realty Limited') ('IFSL' or 'the Transferee Company') AND their respective Shareholders IIFL PROPERTIES PRIVATE LIMITED (FORMERLY KNOWN AS 'ULTRA SIGN AND DISPLAY PRIVATE LIMITED'), a company incorporated under the Companies Act, 1956 and having its registered office at IIFL Center, 8th floor, Kamala City, SB Marg, Lower Parel,Mumbai-400013 ) ) ) ) ) ) ) ) ......Applicant Company Called :Summons for Direction Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant

Coram: A. K. Menon, J.

Date: 29th September, 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of August, 2016 of Mr. Sreepal Jain, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED THAT:

1. The 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 modification(s), the proposed Scheme of Amalgamation between IIFL Properties Private Limited (Formerly known as 'Ultra Sign and Display Private Limited') ('the Transferor Company') with IIFL Facilities Services Limited (Formerly known as 'IIFL Realty Limited') ('the Transferee Company') and their respective shareholders is dispensed with in view of the consent given by the both Equity Shareholders of the Applicant Company, which are annexed as Exhibit 'D1' and Exhibit 'D2' to the affidavit in support of the Summons for Direction.

2. There are no Secured Creditors in the Applicant Company, as mentioned in paragraph 11 of the affidavit in support of the Summons for Direction. Hence the question of convening and holding of the meeting of the Secured Creditors does not arise.

3. The convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit,

approving with or without modification(s), the proposed Scheme of Amalgamation between IIFL Properties Private Limited (Formerly known as 'Ultra Sign and Display Private Limited') ('the Transferor Company') with IIFL Facilities Services Limited (Formerly known as 'IIFL Realty Limited') ('the Transferee Company') and their respective shareholders is dispensed with in view of the averment made in paragraph 12 of the affidavit in support of the Summons for Directions and that the Applicant Company undertakes to issue individual notice of the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors and also to publish the same in one issue each of 'Free Press Journal', in English language and translation thereof in 'Nav Shakti' in Marathi language both having circulation in Mumbai. The said undertaking is accepted.

(A. K. Menon, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by: Shankar Gawde, Stenographer.