1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 728 OF 2010 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 Amalgamation of Bricklayer Constructions Private Limited (“Bricklayer” or “the First Transferor Company” or “Applicant Company”) and Resilience Realty Private Limited (“Resilience” or “the Second Transferor Company”) and Revelation Realty Private Limited (“Revelation” or “the Third Transferor Company”) with Keystone Realtors Private Limited (“Keystone” or “the Transferee Company”) and their respective shareholders Bricklayer Constructions Private Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at 702, Natraj, MV Road Junction, Andheri (East), Mumbai – 400 069 ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction CORAM: S. J. VAZIFDAR, J. DATE: 19th NOVEMBER, 2010 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 Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi 2 & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12th day of November, 2010 of Mr. Atul Tandon, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Bricklayer Constructions Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Bricklayer Constructions Private Limited, the Applicant/First Transferor Company and Resilience Realty Private Limited, the Second Transferor Company and Revelation Realty Private Limited, the Third Transferor Company with Keystone Realtors Private Limited, the Transferee Company and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G1” to “G2” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors in Bricklayer Constructions Private Limited, the Applicant Company, as mentioned in paragraph (26) of the Affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding 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 Scheme of Amalgamation of Bricklayer Constructions Private Limited, the Applicant/First Transferor Company and Resilience Realty Private Limited, the Second Transferor 3 Company and Revelation Realty Private Limited, the Third Transferor Company with Keystone Realtors Private Limited, the Transferee Company and their respective shareholders, is dispensed with in view of the averment made in paragraph (27) of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. 4. That the filing of Application and Petition of Keystone Realtors Private Limited, the Transferee Company be dispensed with in view of the averments made in paragraphs (28) to (31) of the affidavit in support of the Company Summons for Direction. (S. J. VAZIFDAR, J.)