1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 507 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 AND In the mater of Scheme o Amalgamation of Panchgani Real Estate Private Limited (Transferor Company) AND Kapstone Constructions Private Limited AND Their Respective Shareholders Panchgani Real Estate 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 Directions Coram: S. C. DHARMADHIKARI, J. Date: 20TH AUGUST 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company 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 1st day of August, 2011 of Mr. Devang Mehta, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with 2 or without modification(s), the proposed Scheme of Amalgamation of Panchgani Real Estate Private Limited, the Applicant/Transferor Company with Kapstone Constructions Private Limited, the Transferee Company and their respective Shareholders is dispensed with in view of consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” and “C2” to the Affidavit in support of Company Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company, as stated in paragraph (16) of the affidavit in support of Company Summons for Direction. Hence, the question of conveying and holding of the meeting of Secured Creditors does not arise. 3. That 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 proposed Scheme of Amalgamation of Panchgani Real Estate Private Limited, the Applicant/Transferor Company with Kapstone Constructions Private Limited, the Transferee Company and their respective Shareholders is dispensed with in view of consent given by the Sole Unsecured Creditor of the Applicant Company which are annexed as Exhibits “D” to the Affidavit in support of Company Summons for Direction. (S.C. DHARMADHIKARI, J)